Document and Entity Information
Document and Entity Information | 3 Months Ended |
Dec. 31, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Bantek Inc. |
Entity Central Index Key | 1,704,795 |
Amendment Flag | false |
Trading Symbol | BANT |
Document Type | S1 |
Document Period End Date | Dec. 31, 2018 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex-Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Current Assets | |||
Cash | $ 150,693 | $ 108,446 | $ 152,492 |
Accounts receivable | 990,575 | 1,615,582 | 1,169,091 |
Inventory, net of reserves | 307,158 | 533,106 | 681,057 |
Prepaid expenses and other current assets | 118,986 | 194,587 | 56,606 |
Total Current Assets | 1,567,412 | 2,451,721 | 2,059,246 |
Property and equipment, net | 13,531 | 15,597 | |
Long-term Assets | |||
Goodwill | 2,410,335 | 2,410,335 | 2,410,335 |
Tradename | 760,000 | 760,000 | 760,000 |
Customer list, net | 449,036 | 515,285 | 780,281 |
Total Long-term Assets | 3,619,371 | 3,685,620 | 3,950,616 |
Total Assets | 5,200,314 | 6,152,938 | 6,009,862 |
Current Liabilities: | |||
Accounts payable | 3,471,626 | 4,113,812 | 3,815,546 |
Accrued expenses and interest | 965,584 | 2,046,149 | 1,015,880 |
Convertible notes payable - net of discounts and premiums | 2,003,359 | 6,943,741 | 3,779,572 |
Note payable - seller | 900,000 | 900,000 | 900,000 |
Convertible note payable - related party affiliate | 688,444 | ||
Convertible note payable - related party officer | 27,670 | 122,000 | |
Note Payable | 125,000 | ||
Line of credit - bank | 45,915 | 45,915 | 48,506 |
Settlements payable | 494,284 | 161,255 | |
Contingent liability - advisory fees | 850,000 | ||
Accrued liability - advisory fees | 1,200,000 | ||
Derivative liability | 198,205 | 258,296 | |
Total Current Liabilities | 8,078,973 | 14,621,838 | 12,419,948 |
Long-term Liabilities: | |||
Convertible note payable, net of current portion | 5,696,089 | ||
Convertible note payable - related party affiliate | 688,444 | 688,444 | |
Convertible note payable - related party officer | 46,670 | ||
Note payable - related party officer | 400,000 | ||
Total Long-term Liabilities | 6,831,203 | 688,444 | |
Total Liabilities | 14,910,176 | 15,310,282 | 12,419,948 |
Commitments and Contingencies (Note 15) | |||
Stockholders' Deficit: | |||
Preferred stock value | |||
Common stock value | 104,686 | 76,716 | 4,311 |
Additional paid-in capital | 10,882,286 | 10,397,232 | 7,442,028 |
Accumulated deficit | (20,696,834) | (19,631,292) | (13,856,425) |
Total Stockholders' Deficit | (9,709,862) | (9,157,344) | (6,410,086) |
Total Liabilities and Stockholders' Deficit | $ 5,200,314 | $ 6,152,938 | $ 6,009,862 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 250 | 250 | 250 |
Preferred stock, shares outstanding | 250 | 250 | 250 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 1,046,868,825 | 767,160,077 | 43,104,692 |
Common stock, shares outstanding | 1,046,868,825 | 767,160,077 | 43,104,692 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Sales | $ 3,752,458 | $ 4,433,060 | $ 18,389,568 | $ 24,589,761 |
Cost of Goods Sold | 3,377,539 | 4,141,893 | 16,772,661 | 22,963,231 |
Gross Profit | 374,919 | 291,167 | 1,616,907 | 1,626,530 |
Operating Expenses: | ||||
Selling, general, and administrative expenses | 868,938 | 820,762 | 3,403,674 | 6,946,559 |
Amortization and depreciation | 68,314 | 66,250 | 274,655 | 264,997 |
Total Operating Expenses | 937,252 | 887,012 | 3,678,329 | 7,211,556 |
Loss from Operations | (562,333) | (595,845) | (2,061,422) | (5,585,026) |
Other Income (Expenses): | ||||
Derivative liability expense | (24,112) | (18,013) | ||
Interest and financing costs | (465,052) | (720,076) | 3,534,083 | 2,241,857 |
Loss on debt extinguishment | (14,057) | 151,978 | ||
Derivative losses | 23,630 | |||
Gain on settlement | 33,361 | |||
Other income losses | 12 | 3,754 | ||
Total Other Expenses | (503,209) | (704,728) | 3,713,445 | 2,241,857 |
Net Loss before Provision for Income Tax | (1,065,542) | (1,300,573) | (5,774,867) | (7,826,883) |
Provision for Income Tax | 50 | |||
Net Loss | $ (1,065,542) | $ (1,300,573) | $ (5,774,867) | $ (7,826,933) |
Basic and Diluted Loss Per Share | $ (0.001) | $ (0.03) | $ (0.03) | $ (0.18) |
Weighted Average Number of Common Shares Outstanding: | ||||
Basic and diluted | 945,641,186 | 43,121,105 | 172,210,532 | 42,590,735 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 30, 2016 | $ 4,172 | $ 5,285,847 | $ (6,029,492) | $ (739,473) | |
Balance, Shares at Sep. 30, 2016 | 250 | 41,719,492 | |||
Share-based compensation | 1,836,514 | 1,836,514 | |||
Shares issued for conversion of notes | $ 46 | 75,336 | 75,382 | ||
Shares issued for conversion of notes, Shares | 460,200 | ||||
Shares issued for services | $ 93 | 244,331 | 244,424 | ||
Shares issued for services, Shares | 925,000 | ||||
Net loss | (7,826,933) | (7,826,933) | |||
Balance at Sep. 30, 2017 | $ 4,311 | 7,442,028 | (13,856,425) | (6,410,086) | |
Balance, Shares at Sep. 30, 2017 | 250 | 43,104,692 | |||
Share-based compensation | 189,267 | 189,267 | |||
Warrant issued for debt issuance costs | 12,508 | 12,508 | |||
Shares issued for services | $ 2 | 3,948 | 3,948 | ||
Shares issued for services, Shares | 20,000 | ||||
Net loss | (1,300,573) | (1,300,573) | |||
Balance at Dec. 31, 2017 | $ 4,313 | 7,647,751 | (15,156,998) | (7,504,934) | |
Balance, Shares at Dec. 31, 2017 | 250 | 43,124,692 | |||
Balance at Sep. 30, 2017 | $ 4,311 | 7,442,028 | (13,856,425) | (6,410,086) | |
Balance, Shares at Sep. 30, 2017 | 250 | 43,104,692 | |||
Share-based compensation | 137,969 | 137,969 | |||
Warrants and penalty warrants issued with debt | 44,036 | 44,036 | |||
Reclassification of Warrants to derivative liability | (261,484) | (261,484) | |||
Shares issued for Conversion of notes including premiums reclassified | $ 60,581 | 2,075,234 | 2,135,815 | ||
Shares issued for Conversion of notes including premiums reclassified, Shares | 605,808,574 | ||||
Shares issued for 3(a)(10) debt settlement | $ 10,162 | 502,925 | 513,089 | ||
Shares issued for 3(a)(10) debt settlement, Shares | 101,624,000 | ||||
Shares issued for employee compensation | $ 200 | 14,740 | 14,940 | ||
Shares issued for employee compensation, Shares | 2,000,000 | ||||
Shares issued as debt issuance costs | $ 76 | 68,069 | 68,145 | ||
Shares issued as debt issuance costs, Shares | 757,176 | ||||
Shares issued to non- employees for services | $ 1,117 | 356,752 | 357,869 | ||
Shares issued to non- employees for services, Shares | 11,173,328 | ||||
Shares to be issued to non-employees for services | $ 269 | 16,962 | 17,231 | ||
Shares to be issued to non-employees for services, Shares | 2,692,307 | ||||
Net loss | (5,774,867) | (5,774,867) | |||
Balance at Sep. 30, 2018 | $ 76,716 | 10,397,232 | (19,631,292) | (9,157,344) | |
Balance, Shares at Sep. 30, 2018 | 250 | 767,160,077 | |||
Share-based compensation | 66,823 | 66,823 | |||
Shares issued for warrant exercise | $ 3,542 | 64,690 | 68,232 | ||
Shares issued for warrant exercise, shares | 35,420,168 | ||||
Shares issued for conversion of notes | $ 24,428 | 277,603 | 302,031 | ||
Shares issued for conversion of notes, Shares | 244,288,580 | ||||
Reclassification to APIC for 3(a)(10) debt settlement | 75,938 | 75,938 | |||
Net loss | (1,065,542) | (1,065,542) | |||
Balance at Dec. 31, 2018 | $ 104,686 | $ 10,882,286 | $ (20,696,834) | $ (9,709,862) | |
Balance, Shares at Dec. 31, 2018 | 250 | 1,046,868,825 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (1,065,542) | $ (1,300,573) | $ (5,774,867) | $ (7,826,933) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization and depreciation | 68,314 | 66,250 | 274,655 | 264,997 |
Amortization of debt discounts | 65,500 | 214,422 | 773,741 | 737,640 |
Accretion of premium on convertible note | 208,000 | 240,550 | 1,588,175 | 617,647 |
Share-based compensation expense | 150,957 | 236,997 | 413,321 | 2,037,158 |
Derivative expense | 24,112 | 18,013 | 23,630 | |
Fee notes issued | 55,500 | 72,000 | ||
Net debt extinguishment loss on conversion of notes | 14,057 | 239,444 | ||
Net gain on settlement of accounts payable and accrued expenses | (87,466) | |||
Deferred rent | (16,667) | |||
Change in earnout payable | (129,000) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 625,007 | (207,390) | (446,491) | (303,316) |
Inventory | 257,763 | 52,513 | 147,951 | 710,382 |
Prepaid expenses and other current assets | (1,530) | 24,957 | 87,358 | 79,221 |
Accounts payable and accrued expenses and interest | (999,486) | 165,259 | 2,413,381 | 2,228,943 |
Settlements payable | 220,594 | (519,201) | ||
Customers deposits | (78,841) | |||
Accrued liability - advisory fees | 1,200,000 | |||
Cash Used in Operating Activities | (376,753) | (489,002) | (794,369) | (478,769) |
Cash Flows from Investing Activities: | ||||
Demonstration drones (PPE) | (25,256) | |||
Cash Used in Investing Activities | (25,256) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from convertible notes payable | 377,000 | 640,000 | ||
Net proceeds from note payable, related party | 400,000 | 232,500 | 232,500 | |
Cash financing costs | ||||
Repayment of line of credit | (2,109) | (2,591) | (1,077) | |
Proceeds from lines of credit - related parties | 19,000 | 670 | 6,318 | |
(Repayment of) proceeds from loan payable - related party | (89,500) | (95,000) | (10,000) | |
Proceeds from loan payable - related party | 5,000 | |||
Cash Provided by Financing Activities | 419,000 | 517,891 | 775,579 | 241 |
Net Increase (Decrease) in Cash | 42,247 | 28,889 | (44,046) | (478,528) |
Cash - beginning of year | 108,446 | 152,492 | 152,492 | 631,020 |
Cash - end of year | 150,693 | 181,381 | 108,446 | 152,492 |
Cash paid for: | ||||
Interest | 116,939 | 115,075 | 345,152 | 639,506 |
Taxes | ||||
Noncash financing and investing activities: | ||||
Increase in prepaid expenses and accrued expenses | 70,000 | |||
Issuance of convertible note for settlement of accounts payable | 90,000 | |||
Reclassification of convertible note accrued interest to principal | 537,643 | |||
Reclassification of accrued bonus to settlement payable | 112,435 | |||
Issuance of convertible debt for deferred financing costs | 65,000 | |||
Reclassification of debt premium upon conversion | 30,618 | |||
Common stock issued for exercise of warrants/ Issuance for debt issuance costs | 68,232 | 12,508 | ||
Initial derivative liability | 78,471 | 79,000 | ||
Issuance of common stock for conversion of convertible notes and accrued interest | 245,640 | |||
Reclassification of debt premium upon conversion | 62,500 | |||
Debt discounts on notes | $ 140,500 | |||
Issuance of note payable for debt issuance costs | 65,000 | |||
Issuance of settlement payable to satisfy accounts payable and accrued expenses | 680,456 | |||
Third Party insurance funding | 70,000 | 75,382 | ||
Conversion of fees and accrued interest to convertible note payable | 2,288,642 | |||
Default penalties recorded as debt discount | 54,275 | |||
Original issue discounts notes | 196,004 | |||
Issuance of warrants for financing fees | 12,508 | |||
Issuance of warrants for default pentalties | 31,529 | |||
Reclassification of warrants to derivative liabilities | 261,484 | |||
Initial derivative liabilities for notes issued | 85,000 | |||
Issuance of common stock for 3(a)(10) settlements including related costs | 513,089 | |||
Issuance of common stock for convertible notes, accrued interest | 1,787,479 | |||
Issuance of common stock for past due vendor fees | 15,000 | |||
Issuance of common stock for future services | $ 307,400 | $ 185,160 |
Nature of Operations
Nature of Operations | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS Bantek, Inc. (f/k/a DRONE USA, INC.) ("Bantek") is an Unmanned Aerial Vehicles ("UAV") and related services and technology company that intends to engage in the distribution and integration of advanced low altitude UAV systems, services and products. Bantek also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., ("Howco") (collectively, the "Company") to the United States Department of Defense and Defense Logistics Agency. The Company has operations based in Pine Brook, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships with UAV firms that offer superior technologies in high-growth markets, as well as acquisitions and partnerships with firms that have complementary technologies and infrastructure. On April 24, 2018 the Company amended its articles of incorporation filed with the Delaware Secretary of State changing the Company name from Drone USA, Inc. to Bantek, Inc. Acceptance of the name change by FINRA is pending. | NOTE 1 - NATURE OF OPERATIONS Bantek, Inc. (f/k/a DRONE USA, INC.) (“Bantek”) is an Unmanned Aerial Vehicles (“UAV”) and related services and technology company that intends to engage in the distribution and integration of advanced low altitude UAV systems, services and products. Bantek also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, Howco Distributing Co., (“Howco”) (collectively, the “Company”) to the United States Department of Defense and Defense Logistics Agency. The Company has operations based in Pine Brook, New Jersey and Vancouver, Washington. The Company continues to seek strategic acquisitions and partnerships with UAV firms that offer superior technologies in high-growth markets, as well as acquisitions and partnerships with firms that have complementary technologies and infrastructure. On April 24, 2018 the Company amended its articles of incorporation filed with the Delaware Secretary of State changing the Company name from Drone USA, Inc. to Bantek, Inc. Acceptance of the name change by FINRA is pending. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Going Concern | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantek and its wholly-owned subsidiaries, Drone USA, LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the three months ended December 31, 2018, the Company has incurred a net loss of $1,065,542 and used cash in operations of $376,753. The working capital deficit, stockholders' deficit and accumulated deficit was $6,511,561, $9,709,862 and $20,696,834, respectively, at December 31, 2018. Furthermore, on April 13, 2017 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017, and as of December 31, 2018 has received demands for payment of past due amounts from several consultants and service providers. It is management's opinion that these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management's ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has been implementing cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and has restructured its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of stock based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At December 31, 2018 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability — — $ 198,205 — — $ 258,296 A rollforward of the level 3 valuation financial instruments is as follows: Derivative Balance at September 30, 2018 $ 258,296 Fair Value of derivative related to assignment and restatement of note 78,471 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercise (partial) (68,232 ) Fair Value adjustment - warrants 8,734 Fair Value adjustments – convertible note (593 ) Balance at December 31, 2018 $ 198,205 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. See note 12. Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Certain items classified as inventory during the second fiscal quarter of 2018 have been reclassified to Property and Equipment. These assets are fully operational drones used as demonstration units and were put into such use since acquisition. The units were all acquired during the year ended September 30, 2018 and each unit exceeds management's threshold for capitalization of $2,000 for a single unit. The Company depreciates these demonstration units over a period of 3 years using an accelerated method. Depreciation expense was $2,065 and $0 for the three months ended December 31, 2018 and 2017 respectively. Goodwill and Intangible Assets The Company's goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was deemed to have a life of 4 years and is being amortized through September 2020. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value. Deferred Financing Costs All unamortized deferred financing costs related to the Company's borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company's initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products to government entities. The purchase orders received specifies each item and its manufacturer, the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligation exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five step process outline above. There has been no material sales for drone products and services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation "), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018 the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which is not considered material for separate disclosure as it is typically less than 1% of cost of goods sold. Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - "Distinguishing Liabilities from Equity". Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of December 31, 2018, 18,505,000 options were outstanding of which 9,073,000 were exercisable, 136,083,627 warrants were outstanding of which 136,083,627 were exercisable, and related party convertible debt and accrued interest totaling $872,432 was convertible into 785,974,775 shares of common stock. Additionally, as of December 31, 2018, the outstanding principal balance, including accrued interest of the third party convertible debt, totaled $6,195,802 and was convertible into 10,670,340,897 shares of common stock. It should be noted that contractually the limitations on these notes limit the number of shares converted to 425,147,386. The total dilutive potential shares of 11,601,472,299 exceed the number of common shares authorized and unissued. As of December 31, 2018 and 2017, potentially dilutive securities consisted of the following: December 31, December 31, Stock options 9,073,000 44,351,200 Warrants 136,083,627 600,000 Related party convertible debt and accrued interest 785,974,775 4,527,184 Third party convertible debt (including senior debt) 10,670,340,897 34,567,604 Contingent liability – advisory fees - 4,944,667 Total 11,601,472,299 88,990,655 Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of December 31, 2018, the Company did not report any segment information since the Company only generated sales from its subsidiary, Howco. Recent Accounting Pronouncements In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company is currently evaluating the impact of this new accounting standard on its consolidated financial position and results of operations. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantek and its wholly-owned subsidiaries, Drone USA, LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended September 30, 2018, the Company has incurred a net loss of $5,774,867 and used cash in operations of $794,369. The working capital deficit, stockholders’ deficit and accumulated deficit was $12,170,117, $9,157,344 and $19,631,292, respectively, at September 30, 2018. Furthermore, on April 13, 2017 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017, and as of September 30, 2018 has received demands for payment of past due amounts from several consultants and service providers. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has been implementing cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of the earn-out liability, valuation of stock based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At September 30, 2018 At September 30, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability — — $ 258,296 — — $ — A rollforward of the level 3 valuation financial instruments is as follows: Earn-Out Liability Balance at September 30, 2016 $ 129,000 Decrease in fair value of earn-out payable (129,000 ) Balance at September 30, 2017 $ - Derivative Balance at September 30, 2017 - Initial Fair Value of derivative recorded as discount $ 85,000 Initial Fair Value of derivative recorded as expense 74,463 Reduction of derivative recorded as gain on extinguishment upon conversion (111,818 ) Reclassifications of Fair Value of Warrants from equity 261,484 Fair value adjustments for the year (50,833 ) Balance at September 30, 2018 $ 258,296 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Certain items classified as inventory during the second fiscal quarter of 2018 have been reclassified to Property and Equipment. These assets are fully operational drones used as demonstration units and were put into such use since acquisition. The units were all acquired during the year ended September 30, 2018 and each unit exceeds management’s threshold for capitalization of $2,000 for a single unit. The Company depreciates these demonstration units over a period of 3 years using an accelerated method. Depreciation expense was $9,659 in 2018. Goodwill and Intangible Assets The Company’s goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was deemed to have a life of 4 years and is being amortized through September 2020. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value. Deferred Financing Costs All unamortized deferred financing costs related to the Company’s borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs Revenue Recognition Sales are recognized upon shipment of product to the customer. Provisions for returns and allowances are recorded in the period the sales occur. Payments received from customers prior to shipment of the product to them, are recorded as customer deposit liabilities. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation ”), Improvements to Employee Share-Based Payment Accounting Pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $101,139 and $173,662 for the years ended September 30, 2018 and 2017, respectively. Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. Income Taxes The Company’s current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of September 30, 2018, the Company’s tax returns for the tax years 2017, 2016 and 2015 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of September 30, 2018 and 2017 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2018, 18,505,000 options were outstanding of which 7,544,000 were exercisable, 69,578,947 warrants were outstanding of which 69,578,947 were exercisable, and related party convertible debt and accrued interest totaling $853,432 was convertible into 159,495,739 shares of common stock. Additionally, as of September 30, 2018, the outstanding principal balance, including accrued interest of the third party convertible debt, totaled $6,085,830 and was convertible into 1,661,402,806 shares of common stock. The total dilutive potential shares of 1,898,021,492 exceed the number of common shares authorized and unissued. As of September 30, 2018 and 2017, potentially dilutive securities consisted of the following: September 30, September 30, Stock options 7,544,000 44,351,200 Warrants 69,578,947 500,000 Related party convertible debt and accrued interest 159,495,739 4,781,526 Third party convertible debt (including senior debt) 1,661,402,806 21,972,557 Contingent liability – advisory fees - 3,710,796 Total 1,898,021,492 75,316,079 Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of September 30, 2018, the Company did not report any segment information since the Company only generates sales from its subsidiary, HowCo. Recent Accounting Pronouncements In May 2014, the FASB issued a new accounting standard that attempts to establish a uniform basis for recording revenue to virtually all industries financial statements, under U.S. GAAP as amended in March 2016 and April 2016. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. In order to accomplish this objective, companies must evaluate the following five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. There are three basic transition methods that are available - full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. guidance at the date of initial application and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. Prior years would not be restated and additional disclosures would be required to enable users of the financial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. guidance. For public business entities, this standard is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company adopted this standard on October 1, 2018 Early adoption is prohibited. The adoption of this new accounting standard did not have a material impact on its consolidated financial position and results of operations. In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company is currently evaluating the impact of this new accounting standard on its consolidated financial position and results of operations. In June 2018, the FASB issued ASU 2018-07, which amends Compensation – Stock Compensation Topic 718 related to its provisions on accounting for nonemployee shares based payments. This amendment is not effective for the Company for the fiscal year ended September 30, 2018. The Company will adopt the provisions during fiscal year 2019. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Accounts Receivable
Accounts Receivable | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Receivables [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 3 - ACCOUNTS RECEIVABLE The Company's accounts receivable at December 31 and September 30, 2018 is as follows: December 31, September 30, Accounts receivable $ 990,575 $ 1,615,582 Reserve for doubtful accounts - - $ 990,575 $ 1,615,582 | NOTE 3 - ACCOUNTS RECEIVABLE The Company’s accounts receivable at September 30, 2018 and 2017 is as follow: September 30, September 30, Accounts receivable $ 1,615,582 $ 1,169,091 Reserve for doubtful accounts - - $ 1,615,582 $ 1,169,091 |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | NOTE 4 - INVENTORY At December 31 and September 30, 2018, inventory consists of finished goods and was valued at $307,158 and $533,106, respectively. | NOTE 4 - INVENTORY At September 30, 2018 and 2017, inventory consists of finished goods and was valued at $533,106 and $681,057, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 - GOODWILL AND INTANGIBLE ASSETS At December 31, and September 30, 2018, the carrying amount of goodwill amounted to $2,410,335 and $2,410,335, respectively. On September 30, 2017, the Company adopted ASU 2017-04 which revises the method of conducting an impairment test for goodwill. At December 31 and September 30, 2018, the carrying amount of tradename amounted to $760,000 and $760,000, respectively. At December 31, and September 30, 2018, intangible assets other than goodwill and tradename consisted of: December 31, September 30, Customer list $ 1,060,000 $ 1,060,000 Less: accumulated amortization (610,964 ) (544,715 ) $ 449,036 $ 515,285 The customer list is being amortized over 48 months from the acquisition date. Amortization expense for the three months ended December 31, 2018 and 2017 was $66,249 and $66,249, respectively. Future amortization expense of the customer list is as follows: For the Years Ending September 30, 2019 $ 198,751 2020 250,285 Total $ 449,036 The Company conducted its goodwill and its intangible assets impairment test as of December 31, 2018 and determined that no impairment was required as the asset values were supported by the historical, current and projected net income and positive cash flows of the component holding the goodwill and intangible assets, the Company's subsidiary, Howco. | NOTE 5 - GOODWILL AND INTANGIBLE ASSETS At September 30, 2018 and 2017, the carrying amount of goodwill amounted to $2,410,335 and $2,410,335, respectively. On September 30, 2017, the Company adopted ASU 2017-04 which revises the method of conducting an impairment test for goodwill. At September 30, 2018 and 2017, the carrying amount of tradename amounted to $760,000 and $760,000, respectively. At September 30, 2018 and 2017, intangible assets other than goodwill and tradename consisted of: September 30, September 30, Customer list $ 1,060,000 $ 1,060,000 Less: accumulated amortization (544,715 ) (279,719 ) $ 515,285 $ 780,281 The customer list is being amortized over 48 months from the acquisition date. Amortization expense for the years ended September 30, 2018 and 2017 was $264,996 and $264,997, respectively. Future amortization expense of the customer list is as follows: For the Years Ending 2019 $ 265,000 2020 250,285 Total $ 515,285 The Company conducted its goodwill and its intangible assets impairment test as of September 30, 2018 and determined that no impairment was required as the asset values were supported by the historical, current and projected net income and positive cash flows of the component holding the goodwill and intangible assets, the Company’s subsidiary, Howco. |
Line of Credit - Bank
Line of Credit - Bank | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Line Of Credit Bank [Abstract] | ||
LINE OF CREDIT - BANK | NOTE 6 - LINE OF CREDIT - BANK The Company has a revolving line of credit with a financial institution, which balance is due on demand and principal payments are due monthly at 1/60 th | NOTE 6 - LINE OF CREDIT - BANK The Company has a revolving line of credit with a financial institution, which balance is due on demand and principal payments are due monthly at 1/60 th |
Settlements Payable
Settlements Payable | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Settlements Payable | ||
SETTLEMENTS PAYABLE | NOTE 7 - SETTLEMENTS PAYABLE On July 20, 2018, the Company entered into a settlement agreement with a collection agent for American Express relating to $127,056 of past due charges. The agreement provides for initial payment of $12,706, the monthly payments of $6,500 and final payment on January 27, 2020 of $3,850. The amount due at December 31, 2018 was $81,850. On November 13, 2018 the Company and a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of $90,000. The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. The balance accrued as accounts payable of $71,700 is subject to a final waiver expected from the vendor that will allow a gain on debt extinguishment to be recognized. On November 27 2018 the Company reached an agreement and executed a related stipulation and payment terms agreement stemming from a legal action by the former Chief Strategy Officer for improper termination. The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 are due starting on January 15, through December 15, 2019. The Company recorded $600,000 as accrued expense of which $500,000 was expensed during the fiscal year 2018. The balance at December 31, 2018 is $412,435, which includes expected employer payroll taxes due as payments are made. | NOTE 7 - SETTLEMENTS PAYABLE On July 20, 2018, the Company entered into a settlement agreement with a collection agent for American Express relating to $127,056 of past due charges. The agreement provides for initial payment of $12,706, the monthly payments of $6,500 and final payment on January 27, 2020 of $3,850. The amount due at September 30, 2018 was $101,350. Howco entered into an agreement with a vendor in February 2018 to make monthly payments of $70,000 including interest charges to liquidate $620,803 of past due invoices. The amount outstanding at September 30, 2018 is $59,905. |
Note Payable - Seller
Note Payable - Seller | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Notes Payable - Seller [Abstract] | ||
NOTE PAYABLE - SELLER | NOTE 8 - NOTE PAYABLE – SELLER In connection with the acquisition of Howco in September 2016, the Company issued a note payable in the amount of $900,000 to the sellers of Howco. The note matured on September 9, 2017 and bears interest at 5.50% per annum. The note requires payment of unpaid principal and interest upon maturity. The note is secured by all assets of Howco Distribution Co. and subordinated to the Senior Secured Credit Facility discussed below. The note is currently in default and the default interest rate is 8% per annum. At December 31, 2018 and September 30, 2018, accrued interest on this note amounted to $144,027 and $125,682, respectively. | NOTE 8 - NOTE PAYABLE – SELLER In connection with the acquisition of Howco in September 2016, the Company issued a note payable in the amount of $900,000 to the sellers of Howco. The note matured on September 9, 2017 and bears interest at 5.50% per annum. The note requires payment of unpaid principal and interest upon maturity. The note is secured by all assets of Howco Distribution Co. and subordinated to the Senior Secured Credit Facility discussed below. The note is currently in default and the default interest rate is 8% per annum. At September 30, 2018 and September 30, 2017, accrued interest on this note amounted to $125,682 and $53,682, respectively. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Parties | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE - RELATED PARTIES | NOTE 9 - NOTES PAYABLE – RELATED PARTIES The Company has an $840,000 convertible note payable ("Note 1") to a related party entity controlled by the Company's CEO. Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. The holder of Note 1 has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. As of December 31 and September 30, 2018, Note 1 has not been converted and the balance of the note was $688,444 and $688,444, and accrued interest was $138,115 and $125,968, respectively. This note is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. The Company has a convertible note payable ("Note 2") with the Company's CEO. Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019, on December 23, 2018 the maturity date of the note was extended to September 23, 2024. The holder of Note 2 has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. During the three months ended December 31, 2018, the Company borrowed $19,000 on this note. As of December 31, 2018 and September 30, 2018, Note 2 has not been converted, the balance was $46,670 and $27,670, and accrued interest was $11,845 and $11,350, respectively. This note is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. On December 20, 2018 the Company issued a, non-convertible promissory note to the CEO for $400,000. The note bears interest at 12% per annum, matures in 5 years on January 7, 2024 and requires monthly payment of interest and principal of $5,000 with a balloon payment at maturity. The accrued interest balance was $1,315 as of December 31, 2018. | NOTE 9 - CONVERTIBLE NOTES PAYABLE – RELATED PARTIES The Company has an $840,000 convertible note payable ("Note 1") to a related party entity controlled by the Company's CEO. Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. The holder of Note 1 has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. As of September 30, 2018 and 2017, Note 1 has not been converted and the balance of the note was $688,444 and $688,444, and accrued interest was $125,968 and $77,776, respectively. This note is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. The Company has a convertible note payable ("Note 2") with the Company's CEO. Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019. The holder of Note 2 has the option to convert the outstanding principal and accrued interest, in whole or in part, into shares of common stock at a conversion price equal to the volume weighted average price per share of common stock for the 30-day period prior to conversion. During the year ended September 30, 2018, the Company borrowed $670 and repaid $95,000 on this note. As of September 30, 2018 and 2017, Note 2 has not been converted, however a portion of the balance was paid down with cash, the balance was $27,670 and $122,000, and accrued interest was $11,350 and $10,707, respectively. This note is considered a stock settled debt in accordance with ASC 480 and the fixed monetary amount is equal to the principal amount based on the conversion formula. |
Convertible Notes Payable and A
Convertible Notes Payable and Advisory Fee Liabilities | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES | NOTE 10 - CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES Senior Secured Credit Facility Note Effective September 13, 2016 ("Effective Date"), the Company entered into a senior secured credit facility note (the "Agreement") with an investment fund to provide capital for the acquisition of Howco. The Company can borrow up to $6,500,000, subject to lender approval, with an initial convertible promissory note at closing of $3,500,000 (the "Convertible Note"). The Convertible Note bears interest at a rate of 18% per annum, required monthly payments of $52,500 which is interest only starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. Events of default are defined in the Agreement and Convertible Note. In the event of default the Convertible Note balance will bear interest at 25% per annum. In connection with this Agreement, the Company was obligated to pay additional advisory fees of $850,000 payable in the form of cash or common stock in accordance with the terms of the Agreement. The Company was also required to reserve 7,000,000 shares of common stock related to this transaction. The reserved shares will be released upon the satisfaction of the loan. In the event the lender makes additional loans under the Agreement, the Company agreed to pay additional advisory fees under similar terms as the $850,000 fee. As of September 30, 2018, the Company had issued 539,204 shares of common stock in satisfaction of the $850,000 advisory fee in accordance with the terms of the agreement, such shares being issued in September 2016. The proceeds from the sale of the 539,204 shares were supposed to be applied towards the $850,000 advisory fee due. Based upon the value of the shares, at the time the lender sells the shares, the Company may be required to redeem unsold shares for the difference between the $850,000 and the lender's sales proceeds. Accordingly, the $850,000 was reflected as a current liability through December 31, 2017. In January 2018, in connection with a settlement agreement (see below), the accrued advisory fee was reclassified to the principal balance of the replacement Convertible Note. Through the date of the settlement agreement and through December 31, 2018, the lender had not reported any proceeds from the sale of these shares (see below). Prior to the settlement agreement in January 2018, notwithstanding anything contained in the Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (A) the twelve (12) month anniversary of the Effective Date; (B) the occurrence of an Event of Default; or (C) the Maturity Date, then at any time thereafter, the Lender shall have the right, upon written notice to the Borrower, to require that the Borrower redeem all Advisory Fee Shares then in Lender's possession for cash equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any. In the event such redemption notice is given by the Lender, the Borrower shall redeem the then remaining Advisory Fee Shares in Lender's possession for an amount of Dollars equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any, payable by wire transfer to an account designated by Lender within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower. The Convertible Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company's common stock during the 5 business days immediately prior to the conversion date. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the Company's common stock, in accordance with the terms and conditions set forth below. At any time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, the Holder may convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable hereunder or under any other Loan Documents (such total amount, the "Conversion Amount") into shares of common stock of the Company (the "Conversion Shares") at a price equal to: (i) the Conversion Amount (the numerator); divided by minus divided by Once a default occurs the Convertible Note will be accounted for as stock settled debt at its fixed monetary value and any shares issued upon conversion are also subject to a make whole provision similar to that described above for the $850,000 advisory fee payable. On March 13, 2017 the Company defaulted on the monthly principal and interest payment of $298,341. Due to this default, as of June 30, 2017, the Company has accounted for the embedded conversion option as stock settled debt and recorded a debt premium of $617,647 with a charge to interest expense, and the interest rate increased to 25% (default rate). On March 28, 2017, the Company entered into an agreement with the above senior secured credit facility lender to receive a range of advisory services for a total of $1,200,000 with no definitive terms or length of service which was expensed in fiscal 2017 and had been recorded as an accrued liability – advisory fees through December 31, 2017. In connection with the settlement agreement discussed below, in January 2018, the advisory services fee payable was reclassified to the principal balance of the replacement Convertible Note. On January 3, 2018, the Company entered into a settlement agreement (the "Settlement Agreement") and replacement note agreements with the investment fund related to a senior secured credit facility note dated September 13, 2016. On the effective date of the Settlement Agreement, all amounts owed to the investment fund aggregated $5,788,642 and consisted of a convertible promissory note of $3,500,000, accrued interest payable of $238,642, and accrued advisory fees payable of $2,050,000. Additionally, on the effective date, the amount due of $5,788,642 was split and apportioned into 2 separate and distinct replacement notes ("Replacement Note A" and "Replacement Note B"). Replacement Note A shall have a principal amount of $1,000,000 and Replacement Note B shall have a principal balance of $4,788,642, both of which shall be and remained secured by the original security agreements, the pledge agreements, the guarantee agreement and other applicable loan documents and both shall bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642. The interest rate was amended to 12% effective June 12, 2018. The Credit Agreement is hereby amended such that the Maturity Date is extended to January 13, 2019 (the "Extended Maturity Date") for replacement Note B, while the Note A maturity date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding anything contained in this Agreement to the contrary, all Obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $283,440 and are therefore not in accord with that amendment. However TCA has received payments under the 3(a)(10) settlement (below) totaling $353,420 from January 13, 2018 and December 31, 2018. On October 30, 2018, TCA the Company's senior lender amended its credit facility which had been restructured in January 2018 when fees due for advisory and other matters along with accrued but unpaid interest were capitalized and separated into two notes, Note A having $1,000,000 principal and Note B having $4,788,642 both having the same maturity terms, interest rates and conversion rights. Under the current amendment total amounts outstanding under the notes along with accrued interest have been capitalized with the principal amount due of $6,018,192. The new note accrues interest on the principal balance at 12% per annum, includes amortization to the new maturity of December 15, 2020. The amortization payments credited toward the principal amount and accrued interest vary and include payments made under the 3(a)(10) settlement agreement with a third party related to Note A. Economically the total principal and accrued interest outstanding remain unchanged as reported in the consolidated balance sheet. All other terms including conversion rights and a make-whole provision in the case of a conversion shortfall remain the same as stated in the footnotes above. At December 31, 2018 the principal of the Note B portion was $5,326,285 and the Note A principal subject to the 3(a)(10) court order was $646,580. On November 15, 2017, the Company executed a Liability Purchase Term Sheet with Livingston Asset Management ("Livingston") under which Livingston agreed to purchase up to $10,000,000 that the Company owes to its creditors through direct purchase of the debts from the Company's creditors in return for a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston. The note matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion. Livingston has the right to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $21,428 with a charge to interest expense. The note and accrued interest were fully converted as of September 30, 2018 for 18,162,608 common shares. Debt premium of $21,428 was charged to additional paid in capital. On January 30, 2018 pursuant to the Liability Purchase Term Sheet, the TCA Replacement Note A in the principal amount of $1,000,000 was purchased by Livingston Asset Management LLC ("Livingston") from the original lender. Principal of Replacement Note A is due to Livingston with all then accrued but unpaid interest due to the original lender. In accordance with the terms of the Settlement Agreement, the Court was advised of Company's intention to rely upon the exception to registration set forth in Section 3(a)(l0) of the Securities Act to support the issuance of its common shares and the Court held a fairness hearing regarding the issuance (the "Hearing") on March 12, 2018. Following entry of an Order by the Court which occurred on March 12, 2018, in settlement of the claims, the Company shall issue and deliver to Livingston shares of its common stock (the "Settlement Shares") in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Settlement Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Company will issue free trading shares of its common stock under section 3(a)(10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. As of December 31, 2018, there have been seven issuances under section 3(a)(10) of the Securities Act totaling 101,624,000 shares, which have been recorded at par value with an equal charge to additional paid-in capital. The value originally recorded as a liability remains in the convertible note balance, until these shares have been sold and reported to the Company by the lender as part of the Make-Whole provision at which time the proceeds value of such shares are reclassified to additional paid-in capital. During the three months ended December 31, 2018, proceeds of $45,320 were remitted to TCA by Livingston and applied to reduce the liability with corresponding credits to additional paid in capital. $30,618 of debt premium was credited to additional paid in capital in conjunction with the payments to TCA. At December 31, 2018 the balance of $646,580 along with related debt premium is included in convertible notes payable on the balance sheet. On March 7, 2018 the Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000 with $1,659 of accrued interest at December 31, 2018. Other Convertible Debt In July 2017, the FASB issued Accounting Standards Update No. 2017-11 Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) ("ASU 2017-11"), which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities that present earnings per share (EPS) in accordance with ASC Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For the Company, ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on October 1, 2017. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC ("Crown Bridge") under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. Under the terms of the note Crown Bridge was to receive "right of first refusal" for any subsequent loans or notes to fund the Company. The Company violated this covenant when funding was received from other sources without offering Crown Bridge the opportunity to participate. On December 20, 2017 the Company cured this covenant violation by issuing 200,000 additional warrants have the same exercise price and terms of the original warrants. The warrants have full ratchet price protection and cashless exercise rights. The convertible note (the "Note") issued to Crown Bridge in the principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100,000 warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company's common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company's common stock is less than $0.05 per share and no shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company's common stock is less than its par value of $.0001 per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. As of September 30, 2018 the note holder fully converted principal and accrued interest into common shares. The debt premium on stock settled debt was fully recognized as additional paid in capital. On June 1, 2018 the Company entered into a consulting and services arrangement with Livingston Asset Management. The arrangement provides for financial management services including accounting and related periodic reporting among other advisory services. Under the agreement the Company will issue to Livingston Asset Management Convertible Fee Notes having principal of $12,500, interest of 10% per annum, maturity of six or seven months. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $12,500 with a charge to interest expense for each note. As of December 31, 2018 the following notes had been issued, of which the June1, July 1 and August 1, 2018 notes were fully converted by January 31, 2019: June 1, 2018, $12,500 principal, maturing December 31, 2018 – fully converted; July 1, 2018, $12,500 principal, maturing January 31, 2019 – fully converted; August 1, 2018, $12,500 principal maturing January 31, 2019 fully converted; September 1, 2018, $12,500 principal, maturing February 28, 2019; October 1, 2018, $12,500 principal, maturing March 31, 2019; November 1, 2018, $12,500 principal, maturing April 30, 2019; and December 1, 2018, $12,500 principal, maturing May 31, 2019. The notes were charged to professional fees for each corresponding service month. The Company has accounted for each of the Convertible Fee Notes as stock settled debt under ASC 480 and recorded a debt premium of $12,500 each with a charge to interest expense. On August 29, 2018 the Company entered into an agreement with a legal firm to provide securities related and other legal services. Under the agreement the Company will issue convertible notes with varying principal amounts for services. The first note was issued on August 29, 2018 for $6,000, interest of 12%, and maturity date of February 28, 2018. The conversion feature allows for conversion into common shares at the lesser of: a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, "Derivatives and Hedging – Contracts in an Entity's Own Stock", the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Binomial valuation model. $10,435 was recognized as derivative liability with $6,000 charged to debt discount and $4,035 charged to derivative expense on issuance. The debt discount of $6,000 will be amortized to interest expense to the maturity date of the note. At December 31, 2018 the derivative fair value was determined to have decreased to $8,881. At December 31, 2018 $3,000 of debt discount was charged to interest expense and the balance was $2,000. On September 4, 2018 and September 18, 2018 the Company issued additional convertible notes of $10,000 and $6,000 respectively for legal services to the same legal firm. The notes have 6 month maturities and 12% interest rates. The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premiums of $10,000 and $6,000 with a charge to interest expense for the notes. The notes were charged to professional fees during the month the notes were issued. On October 18, 2018 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $6,000 with a charge to interest expense for the notes. The note was charged to professional fees during the month the note was issued. On November 18, 2018 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $6,000 with a charge to interest expense for the notes. The note was charged to professional fees during the month the note was issued. On December 18, 2018 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $6,000 with a charge to interest expense for the notes. The note was charged to professional fees during the month the note was issued. On November 13, 2018, the Company issued a convertible promissory note for $90,000 to a vendor in settlement of past due amounts due for services. The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company's common stock at 50% of the lowest closing bid price during the 20 trading days immediately preceding the notice of conversion. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded debt premium $90,000 with a charge to interest expense for the notes. The original amount payable was reduced by $90,000 on the date the note was issued. Note Amendments, Assignments and Restatements On October 17, 2018 Porta Pellex assigned $62,500 of the principal balance of its note to Trillium Partners LP along with $7,500 of accrued interest, leaving an unpaid balance of $62,500 plus accrued interest on Porta Pellex's original note. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. This modification was treated as a debt extinguishment. The modified note was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense for the assigned and restated note. The Trillium Partners LP note principal and accrued interest was fully converted into 115,668,621 common stock by November 27, 2018. On October 23, 2018 Porta Pellex assigned $62,500 of the remaining principal balance of its note to Jefferson Street Capital LLC along with $7,500 of accrued interest. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. This modification was treated as a debt extinguishment. In connection with the issuance of this Note, the Company determined that the terms of the modified Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, "Derivatives and Hedging – Contracts in an Entity's Own Stock", the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of assignment and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Binomial valuation model. In connection with this Note, on the initial measurement date of October 23, 2018, the fair values of the embedded conversion option derivative of $78,471 was recorded as derivative liabilities, $15,971 was charged to current period operations as initial derivative expense, and $62,500 was recorded as a debt discount and is being amortized into interest expense over the expected holding period of the restated note. The Jefferson Street Capital LLLC note principal and accrued interest was fully converted into 128,619,959 shares of common stock by December 5, 2018. A net loss on debt extinguishment of $14,057 was recorded during the three months ended December 31, 2018. The senior secured credit facility note balance and convertible debt balances consisted of the following at December 31, 2018 and September 30, 2018: December 31, September 30, Principal $ 6,206,391 $ 5,568,566 Premiums 1,495,057 1,380,175 Unamortized discounts (2,000 ) (5,000 ) 7,699,448 6,943,741 Non-current (5,696,089 ) - Current $ 2,003,359 $ 6,943,741 For the three months ended December 31, 2018 and 2017, amortization of debt discount on the above convertible notes amounted to $3,000 and $207,676, respectively. | NOTE 10 - CONVERTIBLE NOTES PAYABLE AND ADVISORY FEE LIABILITIES Senior Secured Credit Facility Note Effective September 13, 2016 ("Effective Date"), the Company entered into a senior secured credit facility note (the "Agreement") with an investment fund to provide capital for the acquisition of Howco. The Company can borrow up to $6,500,000, subject to lender approval, with an initial convertible promissory note at closing of $3,500,000 (the "Convertible Note"). The Convertible Note bears interest at a rate of 18% per annum, required monthly payments of $52,500 which is interest only starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. Events of default are defined in the Agreement and Convertible Note. In the event of default the Convertible Note balance will bear interest at 25% per annum. In connection with this Agreement, the Company was obligated to pay additional advisory fees of $850,000 payable in the form of cash or common stock in accordance with the terms of the Agreement. The Company was also required to reserve 7,000,000 shares of common stock related to this transaction. The reserved shares will be released upon the satisfaction of the loan. In the event the lender makes additional loans under the Agreement, the Company agreed to pay additional advisory fees under similar terms as the $850,000 fee. As of September 30, 2018, the Company had issued 539,204 shares of common stock in satisfaction of the $850,000 advisory fee in accordance with the terms of the agreement, such shares being issued in September 2016. The proceeds from the sale of the 539,204 shares were supposed to be applied towards the $850,000 advisory fee due. Based upon the value of the shares, at the time the lender sells the shares, the Company may be required to redeem unsold shares for the difference between the $850,000 and the lender's sales proceeds. Accordingly, the $850,000 was reflected as a current liability through December 31, 2017. In January 2018, in connection with a settlement agreement (see below), the accrued advisory fee was reclassified to the principal balance of the replacement Convertible Note. Through the date of the settlement agreement and through September 30, 2018, the lender had not reported any proceeds from the sale of these shares (see below). Prior to the settlement agreement in January 2018, notwithstanding anything contained in the Agreement to the contrary, in the event the Lender has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (A) the twelve (12) month anniversary of the Effective Date; (B) the occurrence of an Event of Default; or (C) the Maturity Date, then at any time thereafter, the Lender shall have the right, upon written notice to the Borrower, to require that the Borrower redeem all Advisory Fee Shares then in Lender's possession for cash equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any. In the event such redemption notice is given by the Lender, the Borrower shall redeem the then remaining Advisory Fee Shares in Lender's possession for an amount of Dollars equal to the Advisory Fee, less any cash proceeds received by the Lender from any previous sales of Advisory Fee Shares, if any, payable by wire transfer to an account designated by Lender within five (5) Business Days from the date the Lender delivers such redemption notice to the Borrower. The Convertible Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company's common stock during the 5 business days immediately prior to the conversion date. At any time and from time to time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, this Note may be, at the sole option of the Holder, convertible into shares of the Company's common stock, in accordance with the terms and conditions set forth below. At any time while this Note is outstanding, but only upon: (i) the occurrence of an Event of Default under any of the Loan Documents; or (ii) mutual agreement between the Company and the Holder, the Holder may convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable hereunder or under any other Loan Documents (such total amount, the "Conversion Amount") into shares of common stock of the Company (the "Conversion Shares") at a price equal to: (i) the Conversion Amount (the numerator); divided by minus divided by Once a default occurs the Convertible Note will be accounted for as stock settled debt at its fixed monetary value and any shares issued upon conversion are also subject to a make whole provision similar to that described above for the $850,000 advisory fee payable. On March 13, 2017 the Company defaulted on the monthly principal and interest payment of $298,341. Due to this default, as of June 30, 2017, the Company has accounted for the embedded conversion option as stock settled debt and recorded a debt premium of $617,647 with a charge to interest expense, and the interest rate increased to 25% (default rate). The Company has paid interest-only totaling $279,940 since September 30, 2017. On March 28, 2017, the Company entered into an agreement with the above senior secured credit facility lender to receive a range of advisory services for a total of $1,200,000 with no definitive terms or length of service which was expensed in fiscal 2017 and had been recorded as an accrued liability – advisory fees through December 31, 2017. In connection with the settlement agreement discussed below, in January 2018, the advisory services fee payable was reclassified to the principal balance of the replacement Convertible Note. On January 3, 2018, the Company entered into a settlement agreement (the "Settlement Agreement") and replacement note agreements with the investment fund related to a senior secured credit facility note dated September 13, 2016. On the effective date of the Settlement Agreement, all amounts owed to the investment fund aggregated $5,788,642 and consisted of a convertible promissory note of $3,500,000, accrued interest payable of $238,642, and accrued advisory fees payable of $2,050,000. Additionally, on the effective date, the amount due of $5,788,642 was split and apportioned into 2 separate and distinct replacement notes ("Replacement Note A" and "Replacement Note B"). Replacement Note A shall have a principal amount of $1,000,000 and Replacement Note B shall have a principal balance of $4,788,642, both of which shall be and remained secured by the original security agreements, the pledge agreements, the guarantee agreement and other applicable loan documents and both shall bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642. The interest rate was amended to 12% effective June 12, 2018. The Credit Agreement is hereby amended such that the Maturity Date is extended to January 13, 2019 (the "Extended Maturity Date") for replacement Note B, while the Note A maturity date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding anything contained in this Agreement to the contrary, all Obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $168,440 and are therefore not in accord with that amendment. However TCA has received payments under the 3(a)(10) settlement (below) totaling $308,100 during the year ended September 30, 2018. On November 15, 2017, the Company executed a Liability Purchase Term Sheet with Livingston Asset Management ("Livingston") under which Livingston agreed to purchase up to $10,000,000 that the Company owes to its creditors through direct purchase of the debts from the Company's creditors in return for a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston. The note matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion. Livingston has the right to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $21,428 with a charge to interest expense. The note and accrued interest were fully converted as of September 30, 2018 for 18,162,608 common shares. Debt premium of $21,428 was charged to additional paid in capital. On January 30, 2018 pursuant to the Liability Purchase Term Sheet, the TCA Replacement Note A in the principal amount of $1,000,000 was purchased by Livingston Asset Management LLC ("Livingston") from the original lender. Principal of Replacement Note A is due to Livingston with all then accrued but unpaid interest due to the original lender. In accordance with the terms of the Settlement Agreement, the Court was advised of Company's intention to rely upon the exception to registration set forth in Section 3(a)(l0) of the Securities Act to support the issuance of its common shares and the Court held a fairness hearing regarding the issuance (the "Hearing") on March 12, 2018. Following entry of an Order by the Court which occurred on March 12, 2018, in settlement of the claims, the Company shall issue and deliver to Livingston shares of its common stock (the "Settlement Shares") in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Settlement Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Company will issue free trading shares of its common stock under section 3(a)(10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. As of September 30, 2018, there have been seven issuances under section 3(a)(10) of the Securities Act totaling 101,624,000 shares, which have been recorded at par value with an equal charge to additional paid-in capital. The value originally recorded as a liability remains in the convertible note balance, until these shares have been sold and reported to the Company by the lender as part of the Make-Whole provision at which time the proceeds value of such shares are reclassified to additional paid-in capital. During the year ended September 30, 2018, proceeds of $308,100 were remitted to TCA by Livingston and applied to reduce the liability with corresponding credits to additional paid in capital. $204,989 of debt premium was credited to additional paid in capital in conjunction with the payments to TCA. At September 30, 2018 the balance of $691,100 along with related debt premium is included in convertible notes payable on the balance sheet. On March 7, 2018 the Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000 with $1,281 of accrued interest at September 30, 2018. Other Convertible Debt In July 2017, the FASB issued Accounting Standards Update No. 2017-11 Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) ("ASU 2017-11"), which changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity's own stock. ASU 2017-11 also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, ASU 2017-11 requires entities that present earnings per share (EPS) in accordance with ASC Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. For the Company, ASU 2017-11 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard on October 1, 2017. On October 5, 2017, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. ("Power Up") under which the Company received $78,500, net of $21,500 in fees and expenses to be recorded as a debt discount and amortized to interest expense over the Note term, in return for issuing a convertible promissory note (the "Note") in the principal amount of $100,000. Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of July 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of Drone USA's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of the Company's common stock. The Note is subject to customary default provisions, including a cross default provision. The Company's CEO entered into a confession of judgment in the principal amount of the Note. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $53,846 with a charge to interest expense. The note and all accrued interest were fully converted into common shares as of June 19, 2018. The note holder's legal counsel has returned the note marked as paid. The debt premium was recognized as $53,846 as additional paid in capital. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge Partners, LLC ("Crown Bridge") under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. Under the terms of the note Crown Bridge was to receive "right of first refusal" for any subsequent loans or notes to fund the Company. The Company violated this covenant when funding was received from other sources without offering Crown Bridge the opportunity to participate. On December 20, 2017 the Company cured this covenant violation by issuing 200,000 additional warrants have the same exercise price and terms of the original warrants. The warrants have full ratchet price protection and cashless exercise rights (See Note 12). The convertible note (the "Note") issued to Crown Bridge in the principal amount of $105,000, has an original issue discount of $10,500 and issue costs of $19,000 both of which are recorded as debt discount along with the warrant relative fair value of $12,507 for the original 100,000 warrants and $31,529 for the penalty warrants to be amortized over the twelve month term of this tranche, bears interest of 10% (12% default rate) per annum, and has a maturity date of 12 months from the date of each tranche of payments under the Note with future tranches being at the discretion of Crown Bridge. The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company's common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company's common stock is less than $0.05 per share and no shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock and the conversion shares contain piggy-back registration rights. The Note is subject to customary default provisions including an event of default if the bid price of the Company's common stock is less than its par value of $.0001 per share. The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. As of September 30, 2018 the note holder fully converted principal and accrued interest into common shares. The debt premium on stock settled debt was fully recognized as additional paid in capital. On November 28, 2017, the Company received a payment of $84,000, net of issue costs of $23,500 which was recorded as a debt discount and is being amortized to interest expense over the Note term, under the terms of a Securities Purchase Agreement dated November 20, 2017, with Labrys Fund, LP ("Labrys") under which Drone USA issued to Labrys (i) a convertible note (the "Note") in the principal amount of $107,500 that bears interest of 10% (24% default rate) per annum and (ii) 335,938 shares of the Company's common stock as a commitment fee which were to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Pursuant to ASC 260, as of December 31, 2017, the 335,938 contingent shares issued under the Financial Consulting Agreement are not considered outstanding and are not included in basic net loss per share or as potentially dilutive shares in calculating the diluted EPS. The Note has a maturity date of August 28, 2018 and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion. The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). In addition, if the Company issues any shares of its common stock at less than the conversion price Labrys is entitled to full ratchet anti-dilution in such event. No shares of the Company's common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). Initially, the Company must instruct its transfer agent to reserve 6,198,049 shares of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink) and a $15,000 penalty if not paid by the maturity date. The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. In November 2017, the Company accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $57,885 with a charge to interest expense. On February 7, 2018 the Company amended the terms to the Note whereby Labrys waiving certain existing events of default on the Note and in return will no longer be required, under any circumstances, to return the commitment shares back to the Company's treasury. The Company was under default for failing to maintain a market capitalization of at least $5,000,000 on any trading day. The 335,938 commitment shares were considered issued in February 2018 which was recorded as interest and financing costs at the then market close price of $0.09 per share for a value of $30,234. The note holder (Labrys) converted principal of $73,233 and accrued interest of $7,841 during the year ended September 30, 2018. The Company recognized $15,000 of default charges (technical defaults under note terms) as an addition to the principal amount with a corresponding charge to debt discount. Additionally, the Company increased debt premium by $8,077 with a charge to interest expense in conjunction with the principal increase. The principal and accrued interest balance of $49,267 was assigned (under the original terms and conditions) to GHS Investments LLC ("GHS") on July 13, 2018 and all principal and interest was converted into common stock by GHS at September 30, 2018. On December 7, 2017, the Company received a payment of $79,000, net of an original issue discount of $5,800 and issue costs of $20,200 fees which was recorded as a debt discount which is being amortized into interest expense over the Note term, under the terms of a Securities Purchase Agreement dated November 21, 2017, with EMA Financial, LLC ("EMA Financial") under which the Company issued to EMA Financial a convertible note (the "Note") in the principal amount of $105,000 that bears interest of 10% (24% default rate) per annum. The Note has a maturity date of December 7, 2018 and has a conversion rate for any unpaid principal and interest at a conversion price which is the lower of (i) the closing sales price of the Company's common stock on the trading day immediately preceding the date of funding and (ii) a 35% discount to (a) the lowest sales price of the shares of the Company's common stock within a 20 day trading period including and immediately preceding the conversion date or (b) the lowest bid price on the conversion date, whichever is lower, and the conversion shares contain piggy-back registration rights. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.095 in which case the conversion rate is a 50% discount under the terms set forth above. No shares of the Company's common stock can be issued to the extent EMA Financial would own more than 4.99% of the outstanding shares of the Company's common stock. The Company also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time) and initially must instruct its transfer agent to reserve 6,802,000 shares of common stock in the name of EMA Financial for issuance upon conversion. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest if paid within 90 days after the issue date and 150% thereafter. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, "Derivatives and Hedging – Contracts in an Entity's Own Stock", the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Binomial valuation model. At the end of each period, the Company revalued the embedded conversion option and warrants derivative liabilities. In connection with this Note, on the initial measurement date of December 7, 2017, the fair values of the embedded conversion option derivative of $149,028 was recorded as derivative liabilities, $70,028 was charged to current period operations as initial derivative expense, and $79,000 was recorded as a debt discount and is being amortized into interest expense over the term of this Note. At each reporting date during the year ended September 30, 2018, the Company revalued the embedded conversion option derivative liability. At September 30, 2018 the Company has fully relieved the derivative liability as part of the gain (loss) in debt extinguishment in conjunction with the full conversion of the note into common stock. A number of terms included in the Securities Purchase Agreement and Note issued subsequently (see paragraph below) were more favorable than the terms granted to EMA Financial under its Securities Purchase Agreement and the EMA Note. Accordingly, on December 31, 2017, EMA Financial notified the Company that pursuant to the EMA Securities Purchase Agreement that the EMA Note was automatically amended by increasing (i) the annual interest rate to 12% percent and (ii) the Original Issue Discount by $3,650. EMA fully converted all principal, default charges ($3,650) and accrued interest into common shares during 2018 and surrendered the note. The Company recognized $239,444 of losses on debt extinguishment during July 2018 as a result of the fair market value of the shares issued exceeding the recorded amount of the derivative liability discussed above. On December 13, 2017, the Company received a payment of $60,000, net of original issue discount fees of $7,500 and $15,000 of issue costs recorded as debt discounts and amortized to interest expense over the Note term under the terms of a Securities Purchase Agreement dated December 8, 2017, with Morningview Financial, LLC ("Morningview Financial") under which the Company issued to Morningview Financial a convertible note (the "Note") in the principal amount of $82,500 that bears interest of 12% (18% default rate) per annum. The Note has a maturity date of 12 months and a conversion rate for any unpaid principal and interest and a conversion price which is a 35% discount to the lowest sales price of the shares of the Company's common stock within a 20-day trading period including and immediately preceding the conversion date. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.05 in which case the conversion rate is a 45% discount under the terms set forth above. No shares of the Company's common stock can be issued to the extent Morningview Financial would own more than 4.99% of the outstanding shares of the Company's common stock. The Company also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company's Trading Price as that term is defined in the Note is less than $.0001 or if a money judgment, writ or similar process shall be entered or filed against the Company or any of its subsidiaries for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of 20 days unless otherwise consented to by the holder of the Note. Additionally, upon default and default notice by the lender, the amount immediately due shall be increased to 150% or 200% of the outstanding principal and interest due depending upon the default provisions, plus default interest. The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $44,423 with a charge to interest expense. Mornningview Financial assessed charges of $20,625 under technical default terms of the note during the month of June 2018. The Company increased principal and debt discount by $20,625 and recorded additional premium of $11,106 in connection with the stock settled debt feature discussed above. As of September 30, 2018 Morningview had converted all principal and accrued interest into common shares. Debt premium $55,529 was recorded as additional paid in capital on a prorata basis at each conversion date. On January 3, 2018, the Company entered into a Securities Purchase Agreement with Power Up under which the Company received $42,000, net of $11,000 in fees and expenses which were recorded as a debt discount and amortized to interest expense over the Note term, in return for issuing a convertible promissory note (the "Note") in the principal amount of $53,000. Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of October 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount |
Note Payable
Note Payable | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Note and Loan Payable [Abstract] | ||
NOTE PAYABLE | NOTE 11 - NOTE PAYABLE On October 19, 2017, the Company entered into a loan agreement with a third party entity under which the Company received approximately $232,500, net of fees and expenses of $17,500 recorded as debt discounts and amortized to interest expense over the Note term, in return for issuing a promissory note (the “Note”) in the principal amount of $250,000. The Note bears interest at 12% (18% default rate) per annum and has a maturity date of April 20, 2018. The Note may be prepaid in full or in part with additional premium or penalty. The Note is secured by certain assets of the Company’s CEO, certain assets of Howco and all of the assets of Drone USA as a junior security interest to the first secured interest of the senior lender. Additionally, the loan is guaranteed by the Company’s CEO. For the year ended September 30, 2018, amortization of debt discount amounted to $17,500. On April 20, 2018, the note matured and all principal and unpaid interest was due immediately. The Company has obtained an amendment from lender changing the maturity to October 20, 2018. This loan went into default after October 20, 2018. The Company paid a fee of $10,000 related to the amendment which has been recorded as financing expense. On September 4, 2018 Porta Pellex the holder of the note above sold and assigned 50% of the face amount to Trillium Partners LP and World Market Ventures LLC. Following the assignment Port Pellex held $125,000 which is the balance at September 30, 2018 and Trillium Partners LP and World Market Ventures each held $62,500 in principal. The assigned notes were restated with a 50% conversion discount from the lowest bid price of the common stock in the 20 days immediately preceding the conversion notice date. The modification was treated as debt extinguishment, for which no gain or loss was incurred. Trillium Partners LP converted $1,095 in fees, all principal and $6,781 of interest into 35,187,910 common shares on September 19, 2018 at the conversion price of $0.002. The $62,500 of put premium was credited to additional paid in capital in conjunction with the conversion. World Market Ventures LLC converted principal of $61,481 and $6,657 of interest into 34,500,000 common shares on September 19, 2018 at the conversion price of $0.001975. The $61,481 of put premium was credited to additional paid in capital in conjunction with the conversion. $1,020 of principal and $1,020 of put premium are included in the convertible notes at December 31, 2018. On October 17, 2018 Porta Pellex assigned $62,500 of the principal balance of its note to Trillium Partners LP along with $7,500 of accrued interest, leaving an unpaid balance of $62,500 plus accrued interest on Porta Pellex’s original note. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. The modification was treated as debt extinguishment. The modification was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense. The assigned note was fully converted for common shares by November 27, 2018. On October 20, 2018, the balance of the note principal of $62,500 due to Porta Pellex was in default. This default was cured when the final assignment to Jefferson Street Capital LLC was executed (see below). On October 23, 2018 Porta Pellex assigned $62,500 of the remaining principal balance of its note to Jefferson Street Capital LLC along with $7,500 of accrued interest. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. This modification was treated as a debt extinguishment. In connection with the issuance of this Note, the Company determined that the terms of the modified Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of assignment and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Binomial valuation model. In connection with this Note, on the initial measurement date of October 23, 2018, the fair values of the embedded conversion option derivative of $78,471 was recorded as derivative liabilities, $15,971 was charged to current period operations as initial derivative expense, and $62,500 was recorded as a debt discount to be amortized into interest expense over the holding period of the restated note. The assigned note was fully converted for common shares by December 5, 2018. Following the assignments and conversions into common stock the Porta Pellex note balance was fully liquidated and $1,020 of principal remained in the form of a convertible note balance was held by World Market Ventures LLC as of December 31, 2018. | NOTE 11 - NOTE PAYABLE On October 19, 2017, the Company entered into a loan agreement with a third party entity under which the Company received approximately $232,500, net of fees and expenses of $17,500 recorded as debt discounts and amortized to interest expense over the Note term, in return for issuing a promissory note (the “Note”) in the principal amount of $250,000. The Note bears interest at 12% (18% default rate) per annum and has a maturity date of April 20, 2018. The Note may be prepaid in full or in part with additional premium or penalty. The Note is secured by certain assets of the Company’s CEO, certain assets of Howco and all of the assets of Drone USA as a junior security interest to the first secured interest of the senior lender. Additionally, the loan is guaranteed by the Company’s CEO. For the year ended September 30, 2018, amortization of debt discount amounted to $17,500. On April 20, 2018, the note matured and all principal and unpaid interest was due immediately. The Company has obtained an amendment from lender changing the maturity to October 20, 2018. This loan went into default after October 20, 2018. The Company paid a fee of $10,000 related to the amendment which has been recorded as financing expense. On September 4, 2018 Porta Pellex the holder of the note above sold and assigned 50% of the face amount to Trillium Partners LP and World Market Ventures LLC. Following the assignment Port Pellex held $125,000 which is the balance at September 30, 2018 and Trillium Partners LP and World Market Ventures each held $62,500 in principal. The assigned notes were restated with a 50% conversion discount from the lowest bid price of the common stock in the 20 days immediately preceding the conversion notice date. The modification was treated as debt extinguishment, for which no gain or loss was incurred. The modified note was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense for each ($125,000 total put premium) of the assigned and restated notes. Trillium Partners LP converted $1,095 in fees, all principal and $6,781 of interest into 35,187,910 common shares on September 19, 2018 at the conversion price of $0.002. The $62,500 of put premium was credited to additional paid in capital in conjunction with the conversion. World Market Ventures LLC converted principal of $61,481 and $6,657 of interest into 34,500,000 common shares on September 19, 2018 at the conversion price of $0.001975. The $61,481 of put premium was credited to additional paid in capital in conjunction with the conversion. $1,020 of principal and $1,020 of put premium are included in the convertible notes at September 30, 2018. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Equity [Abstract] | ||
STOCKHOLDERS' DEFICIT | NOTE 12 - STOCKHOLDERS’ DEFICIT Preferred Stock As of December 31, 2018, the Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock, with designations, voting, and other rights and preferences to be determined by the Board of Directors of which 4,999,750 remain available for designation and issuance. As of December 31 and September 30, 2018, the Company has designated 250 shares of $0.0001 par value Series A preferred stock, of which 250 shares are issued and outstanding. These preferred shares have voting rights per shareholder equal to the total number of issued and outstanding shares of common stock divided by 0.99. Common Stock On April 17, 2018 the Company’s shareholders approved an increase in authorized common stock to 1,500,000,000 from 200,000,000, which became effective upon the filing of an amendment to the articles of incorporation with the State of Delaware on April 24, 2018. As of December 31, and September 30, 2018 there were 1,046,868,825 and 767,160,077 shares outstanding, respectively. Stock Incentive Plan The Company established its 2016 Stock Incentive Plan (the “Plan”) that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 100,000,000 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. As of December 31, 2018, 81,495,000 awards remain available for grant under the Plan. Shares Issued for non-employee Services In February 2017, the Company issued 400,000 vested shares of common stock to an entity as payment for consulting services rendered. As the shares fee is considered contractually earned upon the execution of the agreement, the shares were valued on the February 17, 2017 measurement date at $0.23 per share or a total of $92,000 based on the quoted trading price and amortized over the 6-month term of the agreement. In June 2017, upon renewal of the agreement, the Company issued an additional 400,000 vested shares of common stock to this entity as payment for consulting services rendered valued at $93,160, or $0.2329 per share, based on the quoted trading price. In connection with the issuance of these shares, during the year ended September 30, 2017, the Company recorded professional fees of $141,380 and a prepaid expense of $43,780 which were amortized into professional fees during the year ended September 30, 2018. On April 1, 2018, the Company entered into a one year oral management consulting agreement with an individual. In connection with this agreement, the Company issued 4,000,000 common shares to the consultant. Such shares were valued on the vesting dates of April 1, 2018 at $296,000, or $0.074 per share based on the quoted trading price. In connection with these shares, the Company has record prepaid professional fees of $295,600 to be recognized monthly as expense over the one-year term. There was $73,900 remaining as prepaid expense at December 31, 2018. On June 19, 2018 Tysadco Partners was issued 533,333 shares of restricted common stock for services under a one-year agreement. 400,000 shares were issued as the “retainer”, to be vested in four equal installments beginning on effective date of the agreement and 60, 120 and 180 days following the effective date. The remaining 133,333 shares were issued for the monthly compensation arrangement. The related charges will be measured on the vesting dates at fair value and recognized in Professional Fees (expense) pro rata over the service term. On September 24, 2018 2,387,302 common shares were issued to Tysadco Partners for the Company’s investor relations firm as per the agreement for monthly payments in shares of $4,000 per month totaling $16,000, which was fully recognized as expense as of September 30, 2018. The issuance settled the amounts due for June 21, 2018 through October 20, 2018. Shares Issued for Settlement On August 27, 2018 the Company settled outstanding accounts payable with a vendor by issuing 2,307,693 common shares. On September 27, 2018, the Company agreed to issue 2,692,307 shares for a total of 5,000,000 shares to settle the payable balance of $15,000. These shares were valued at the market price of $0.0058 and $0.004 on the grant date and settlement date respectively, resulting in a loss on settlement of $9,154. Shares Issued Under 3(a)(10) The Company issued common shares to Livingston Asset Management, pursuant to Replacement Note A and the related 3(a)(10) settlement (see Note 10). Between March 14, 2018 and October 29, 2018, 101,624,000 common shares were issued and sold by Livingston, with 71,624,000 shares issued and sold through September 30, 2018, and the remaining 30,000,000 issued as of September 30, 2018 and sold as of November 22, 2018. The shares of the Company’s common stock issued under section 3(a)(10) of the Securities Act, have been initially recorded at par value with an equal charge to additional paid-in capital and proceeds of $308,100 and pro rata note premium of $204,989 totaling $513,089 have been recorded as equity relating to these issued shares as of September 30, 2018 and proceeds of $45,320 and $30,618 of debt premium totaling $75,938 were recorded to equity in the three months ended December 31, 2018. Common Stock Sold for Settlement Payment of 3(a)(10) On November 22, 2018 Livingston Asset Management finalized sale of 30,000,000 shares of common stock and remitted a payment to TCA for $45,320 in partial settlement of TCA Note A under the terms of the 3(a)(10) agreement. The liability was reduced by $45,320. The principal reduction of $45,320 and related debt premium of $30,618 were recorded as additional paid in capital. Shares Issued for Warrant Exercise On October 17, 2018 Crown Bridge Partners was issued 35,420,168 common shares at $.0072, in exchange for 39,990,513 warrants surrendered. $68,232 was recorded as equity and derivative liabilities were reduced by $28,793. Shares Issued for Conversion of Convertible Notes Between November 1 and December 5, 2018 Jefferson Street Capital was issued 128,619,959 common for conversion of principal related to the Porta Pellex note assignment and restatement cited above. The note was converted at contracted rates and the shares issued had aggregate fair values on the conversion dates of $166,929. The note principal of $62,500, interest due of $7,500 fees of $4,400 were fully liquidated as a result of the conversions. Derivative liabilities of $78,471 were relieved to gain on debt extinguishment recorded as additional paid in capital, debt discount of $62,500 was amortized to interest expense and loss due to debt extinguishment of $14,057 was recorded. Between November 6 and November 27, 2018 Trillium Partners LP was issued 115,668,621 common for conversion of $62,500 principal related to the Porta Pellex note assignment and restatement cited above. The note principal of $62,500, accrued interest or $7,500 and fees of $2,290 were fully liquidated as a result of the conversions. The note was converted at contracted rates. Debt premiums of $62,500 were recorded as additional paid in capital. Stock Options On July 1, 2016, the Company granted options under the 2016 Stock Incentive Plan to purchase 22,500,000 shares of its common stock to several employees, and an additional 4,300,000 to certain non-employees for services at an exercise price of $0.20 per share. The fair value of the shares of the underlying common stock at the date of grant based on the quoted trading price was $0.20 per share. 20,000,000 of the options issued to certain employees and 4,000,000 of the options issued to one consultant vested immediately and have a ten year term. The remaining 2,800,000 options cliff vest 50% per year over the following two year period and have a ten year term. Assumptions related to the estimated fair value of these stock options on their date of grant, which the Company estimated using the Black-Scholes option pricing model, are as follows: risk-free interest rate of approximately 1.46%; expected divided yield of 0%; expected option life of 5 years for the shares that vest immediately; expected option life of 5.75 years for the shares that vest over a two year period using the simplified method; and expected volatility of approximately 841%. The value of the options granted to non-employees which vested over time are remeasured at each reporting date until vesting occurs. The aggregate grant date fair value of these awards, as adjusted to apply variable measurement date accounting for non-employee awards, amounted to $5,579,990 as of September 30, 2016. The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. For the year ended September 30, 2017, the Company granted options under the 2016 Stock Incentive Plan to purchase 15,566,200 shares of its common stock to several employees, and 10,485,000 shares of its common stock to certain non-employees at exercise prices ranging from $0.20 to $0.24 per share with vesting terms ranging from immediately vesting to 5 years to employees and certain consultants, respectively. The options were valued at the grant date and remeasurement date using a Black-Scholes option pricing model with the following assumptions; risk-free interest rate of 1.46%, expected dividend yield of 0%, expected option term of 1.75 to 5 years for the shares that vested immediately and 5.75 to 6.5 years for those with vesting terms using the simplified method and expected volatility ranging from 117% to 125%. The value of the options granted to non-employees which vested over time are remeasured at each reporting date until vesting occurs. The aggregate grant date fair value of these awards, as adjusted to apply variable measurement date accounting for non-employee awards, amounted to $3,863,388 as of September 30, 2017. The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. There were no options granted under the 2016 Stock Incentive Plan for the three months ended December 31, 2018. For the three months ended December 31, 2018 and 2017, the Company recorded $66,823 and $189,267 of compensation and consulting expense related to stock options, respectively. Total unrecognized compensation and consulting expense related to unvested stock options at December 31, 2018 amounted to $551,555. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 2 years. For the three months ended December 31, 2018 and year ended September 30, 2018, a summary of the Company’s stock options activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 44,351,200 $ 0.21 9.27 $ - $ - Forfeited (25,846,200 ) 0.20 Outstanding at September 30, 2018 18,505,000 .22 8.46 - - Outstanding at December 31, 2018 18,505,000 .22 7.18 - - Exercisable at December 31, 2018 9,073,000 $ 0.21 6.37 $ - $ - All options were issued at an options price equal to the market price of the shares on the date of the grant. Warrants On September 9, 2016, 500,000 5-year warrants exercisable at $0.01 per share were issued as part of the consideration for the Howco acquisition. These warrants were valued at aggregate of $180,000. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. On December 20, 2017 an additional 200,000 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300,000 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note10). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock’s market price. The anti-dilution provision trigger entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250,000 at a price of $.0036 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of December 31, 2018 the warrant was revalued and the warrant holder is entitled to exercise its warrants for 136,083,627 common shares and the related derivative liability is $189,324. For the three months ended December 31, 2018 and the year ended September 30, 2018, a summary of the Company’s warrant activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 500,000 $ 0.01 2.94 $ .36 $ - Granted 300,000 Anti Dilution 68,778,947 $ 0.00151 4.08 .0036 $ 185,822 Outstanding and exercisable at September 30, 2018 69,578,947 $ 0.00158 4.1 $ - $ 185,822 Exercised at October 17, 2018 (39,990,513 ) $ 0.000158 4.1 $ - $ 28,793 Anti Dilution adjustment at December 31, 2018 106,995,193 Outstanding and exercisable at December 31, 2018 136,583,627 | NOTE 12 - STOCKHOLDERS’ DEFICIT Preferred Stock As of September 30, 2018, the Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock, with designations, voting, and other rights and preferences to be determined by the Board of Directors of which 4,999,750 remain available for designation and issuance. As of September 30, 2018 and 2017, the Company has designated 250 shares of $0.0001 par value Series A preferred stock, of which 250 shares are issued and outstanding. These preferred shares have voting rights per shareholder equal to the total number of issued and outstanding shares of common stock divided by 0.99. Common Stock On April 17, 2018 the Company’s shareholders approved an increase in authorized common stock to 1,500,000,000 from 200,000,000, which became effective upon the filing of an amendment to the articles of incorporation with the State of Delaware on April 24, 2018. As of September 30, 2018 and 2017 there were 767,160,077 and 43,104,692 shares outstanding, respectively. Stock Incentive Plan The Company established its 2016 Stock Incentive Plan (the “Plan”) that permits the granting of incentive stock options and other common stock awards. The maximum number of shares available under the Plan is 2,500,000,000 shares. The Plan is open to all employees, officers, directors, and non-employees of the Company. Options granted under the Plan will terminate and may no longer be exercised (i) immediately upon termination of an employee or consultant for cause or (ii) one year after termination of employment, but not later than the remaining term of the option. As of September 30, 2018, 81,495,000 awards remain available for grant under the Plan. Common Stock Issued for Settlement Payable Conversion In October and November 2016, the Company issued an aggregate of 460,200 common shares upon conversion of the remaining settlement payable - vendor of $48,998 and the remaining premium of $26,384 was reclassified to equity. Shares Issued for non-employee Services In October 2016, the Company issued 115,000 shares of common stock to an entity as payment for acquisition-related services valued at $57,500. In February 2017, the Company issued 400,000 vested shares of common stock to an entity as payment for consulting services rendered. As the shares fee is considered contractually earned upon the execution of the agreement, the shares were valued on the February 17, 2017 measurement date at $0.23 per share or a total of $92,000 based on the quoted trading price and amortized over the 6-month term of the agreement. In June 2017, upon renewal of the agreement, the Company issued an additional 400,000 vested shares of common stock to this entity as payment for consulting services rendered valued at $93,160, or $0.2329 per share, based on the quoted trading price. In connection with the issuance of these shares, during the year ended September 30, 2017, the Company recorded professional fees of $141,380 and a prepaid expense of $43,780 which were amortized into professional fees during the year ended September 30, 2018. On September 1, 2017, the Company entered into a consulting agreement with an individual. In connection with this agreement, the Company agreed to issue 10,000 common shares per month until the agreement is terminated. As of September 30, 2017, 10,000 common shares were issuable pursuant to the agreement. These shares were valued on the vesting date of September 1, 2017 at $1,764, or $0.1764 per shares based on the quoted trading price. In connection with these shares, during the year ended September 30, 2017, the Company recorded professional fees of $1,764. This agreement was terminated in December 2017. On September 1, 2017, the Company entered into a consulting agreement with an individual. In connection with this agreement, the Company agreed to issue 10,000 common shares per month until the agreement is terminated. As of September 30, 2017, 10,000 common shares were issuable and valued on the vesting date of September 1, 2017 at $1,764, or $0.1764 per shares based on the quoted trading price. During the year ended September 30, 2017, the Company recorded professional fees of $1,764. During the year ended September 30, 2018, an aggregate of 20,000 common shares were issuable pursuant to the agreement. Such shares were valued on the vesting dates of October 1, 2017 and November 1, 2017 at $3,950, or $0.20 and $0.195 per share, respectively, based on the quoted trading price. During the year ended September 30, 2018, the Company recorded professional fees of $3,950. This agreement was terminated in December 2017. On April 1, 2018, the Company entered into a one year oral management consulting agreement with an individual. In connection with this agreement, the Company issued 4,000,000 common shares to the consultant. Such shares were valued on the vesting dates of April 1, 2018 at $296,000, or $0.074 per share based on the quoted trading price. In connection with these shares, the Company has record prepaid professional fees of $295,600 to be recognized monthly as expense over the one-year term. On June 19, 2018 Tysadco Partners was issued 533,333 shares of restricted common stock for services under a one-year agreement. 400,000 shares were issued as the “retainer”, to be vested in four equal installments beginning on effective date of the agreement and 60, 120 and 180 days following the effective date. The remaining 133,333 shares were issued for the monthly compensation arrangement. The related charges will be measured on the vesting dates at fair value and recognized in Professional Fees (expense) pro rata over the service term. On July 12, 2018 150,000 vested common shares were issued to a consultant. The shares were valued at the market price of $0.0083 per share on the day of the grant. The value of $1,245 was charged to professional fees on issuance. On July 12, 2018 1,500,000 vested common shares were issued to a financial advisory consultant. The shares were valued at the market price of $.0083 per share on the day of the grant. The value of $12,450 was charged to professional fees on issuance. On July 12, 2018 150,000 vested common shares were issued to a consultant. The shares were valued at the market price of $0.0083 per share on the day of the grant. The value of $1,245 was charged to professional fees on the date on issuance. On August 6, 2018 125,000 vested common shares were issued to a consultant. The shares were valued at the market price of $0.0105 per share on the day of the grant. The value of $1,318 was charged to professional fees on issuance. On September 24, 2018 2,387,302 common shares were issued to Tysadco Partners for the Company’s investor relations firm as per the agreement for monthly payments in shares of $4,000 per month totaling $16,000, which was fully recognized as expense as of September 30, 2018. The issuance settled the amounts due for June 21, 2018 through October 20, 2018. Shares Issued for Settlement On August 27, 2018 the Company settled outstanding accounts payable with a vendor by issuing 2,307,693 common shares. On September 27, 2018, the Company agreed to issue 2,692,307 shares for a total of 5,000,000 shares to settle the payable balance of $15,000. These shares were valued at the market price of $0.0058 and $0.004 on the grant date and settlement date respectively, resulting in a loss on settlement of $9,154. Shares Issued for debt issuance costs On November 28, 2017, pursuant to a Securities Purchase Agreement and Convertible Note Agreement with Labrys (see Note 10), the Company considered issued to Labrys 335,938 shares of the Company’s common stock, as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Prior to the February 7, 2018 amendment discussed below, pursuant to ASC 260 the 335,938 shares were considered contingent shares and not considered outstanding and not accounted for due to the contingency. On February 7, 2018 the Company amended the terms of the convertible note dated November 28, 2017 whereby the holder waives all existing events of default to date and in return shall no longer be required to return, under any circumstances, the commitment shares back to the Company’s treasury. On February 16, 2018 the Company issued the 335,938 shares at the then market close price of $0.09 per share for a value of $30,234 which was expensed. On February 16, 2018, pursuant to a Securities Purchase Agreement and Convertible Note Agreement with Labrys (see Note 10), the Company issued to Labrys 421,238 shares of the Company’s common stock, as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of December 26, 2017. Prior to the February 7, 2018 amendment discussed below, pursuant to ASC 260 the 421,238 shares were considered contingent shares and not considered outstanding and not accounted for due to the contingency. On February 7, 2018 the Company amended the terms to the convertible note dated December 26, 2017 whereby the holder waives all existing events of default to date and in return shall no longer be required to return, under any circumstances, the commitment shares back to the Company’s treasury. On February 16, 2018 the Company issued the 421,238 shares at the then market close price of $0.09 per share for a value of $37,911 which was expensed. Shares Issued Under 3(a)(10) The Company issued common shares to Livingston Asset Management, pursuant to Replacement Note A and the related 3(a)(10) settlement (see Note 10). Between March 14, 2018 and August 24, 2018, 101,624,000 common shares were issued and 30,000,000 of those issued common shares remain unsold by Livingston at September 30, 2018. The shares of the Company’s common stock issued under section 3(a)(10) of the Securities Act, have been initially recorded at par value with an equal charge to additional paid-in capital and proceeds of $308,100 and pro rata note premium of $204,989 totaling $513,089 have been recorded as equity relating to these issued shares as of September 30, 2018. Shares Issued for Conversion of Convertible Notes During the year ended September 30, 2018 the Company issued 605,808,574 common shares to convertible note holders upon contractual conversion of principal, default charges and accrued interest totaling $1,537,184. The credit to equity of $2,135,815 includes the fair value of shares issued upon conversion of convertible notes with embedded conversion option derivatives and the reclassification of debt premiums on convertible notes treated as stock settled debt. Shares Issued to Employees On July 15, 2018 the Company issued 2,000,000 common shares to Matthew Wiles, Vice President of Business Operations at the Company’s wholly-owned subsidiary, Howco. The shares were valued based on the market price of $0.00747 per share on the date of the grant at $14,940, and the shares vest on August 6, 2018. The shares were issued as compensation for his pending Board of Directors membership. The value of the shares will be expensed as director fees on August 6, 2018 since they have vested. Stock Options On July 1, 2016, the Company granted options under the 2016 Stock Incentive Plan to purchase 22,500,000 shares of its common stock to several employees, and an additional 4,300,000 to certain non-employees for services at an exercise price of $0.20 per share. The fair value of the shares of the underlying common stock at the date of grant based on the quoted trading price was $0.20 per share. 20,000,000 of the options issued to certain employees and 4,000,000 of the options issued to one consultant vested immediately and have a ten year term. The remaining 2,800,000 options cliff vest 50% per year over the following two year period and have a ten year term. Assumptions related to the estimated fair value of these stock options on their date of grant, which the Company estimated using the Black-Scholes option pricing model, are as follows: risk-free interest rate of approximately 1.46%; expected divided yield of 0%; expected option life of 5 years for the shares that vest immediately; expected option life of 5.75 years for the shares that vest over a two year period using the simplified method; and expected volatility of approximately 841%. The value of the options granted to non-employees which vested over time are remeasured at each reporting date until vesting occurs. The aggregate grant date fair value of these awards, as adjusted to apply variable measurement date accounting for non-employee awards, amounted to $5,579,990 as of September 30, 2016. The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. For the year ended September 30, 2017, the Company granted options under the 2016 Stock Incentive Plan to purchase 15,566,200 shares of its common stock to several employees, and 10,485,000 shares of its common stock to certain non-employees at exercise prices ranging from $0.20 to $0.24 per share with vesting terms ranging from immediately vesting to 5 years to employees and certain consultants, respectively. The options were valued at the grant date and remeasurement date using a Black-Scholes option pricing model with the following assumptions; risk-free interest rate of 1.46%, expected dividend yield of 0%, expected option term of 1.75 to 5 years for the shares that vested immediately and 5.75 to 6.5 years for those with vesting terms using the simplified method and expected volatility ranging from 117% to 125%. The value of the options granted to non-employees which vested over time are remeasured at each reporting date until vesting occurs. The aggregate grant date fair value of these awards, as adjusted to apply variable measurement date accounting for non-employee awards, amounted to $3,863,388 as of September 30, 2017. The Company recognizes compensation cost for unvested stock-based incentive awards on a straight-line basis over the requisite service period. There were no options granted under the 2016 Stock Incentive Plan for the year ended September 30, 2018 For the years ended September 30, 2018 and 2017, the Company recorded $137,969 and $1,836,514 of compensation and consulting expense related to stock options, respectively. Total unrecognized compensation and consulting expense related to unvested stock options at September 30, 2018 amounted to $618,378. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 2 years. For the years ended September 30, 2018 and 2017, a summary of the Company’s stock options activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2016 26,800,000 $ 0.20 9.80 $ - $ 19,564,000 Granted 26,051,200 0.21 - 0.15 - Forfeited (8,500,000 ) 0.20 - - Outstanding at September 30, 2017 44,351,200 $ 0.21 9.27 $ - $ 0 Forfeited (25,846,200 ) 0.20 Outstanding at September 30, 2018 18,505,000 .22 8.46 - 0 Exercisable at September 30, 2018 7,544,000 $ 0.21 7.18 $ - $ 0 All options were issued at an options price equal to the market price of the shares on the date of the grant. Warrants On September 9, 2016, 500,000 5-year warrants exercisable at $0.01 per share were issued as part of the consideration for the Howco acquisition. These warrants were valued at aggregate of $180,000. On November 9, 2017, the Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. On December 20, 2017 an additional 200,000 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300,000 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note10). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock’s market price. The anti-dilution provision trigger entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250,000 at a price of $.0036 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of September 30, 2018 the warrant was evaluated and revalued. At September 30, 2018 the warrant holder is entitled to exercise its warrants for 69,078,947 common shares and the related derivative liability is $248,822. For the years ended September 30, 2018 and 2017, a summary of the Company’s warrant activity is as follows: Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2016 500,000 $ 0.01 - 0.36 $ - Outstanding at September 30, 2017 500,000 $ 0.01 2.94 $ .36 $ - Granted 300,000 Anti Dilution 68,778,947 $ 0.00151 4.08 .0036 $ 185,822 Outstanding at September 30, 2018 69,578,947 $ 0.00158 4.1 $ - $ 185,822 Exercisable at September 30, 2018 69,578,947 $ 0.000158 4.1 $ - $ 185,822 |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Defined Contribution Plan [Abstract] | ||
DEFINED CONTRIBUTION PLAN | NOTE 13 - DEFINED CONTRIBUTION PLAN In August 2016, Drone established a qualified 401(k) plan with a discretionary employer matching provision. All employees who are at least twenty-one years of age and no minimum service requirement are eligible to participate in the plan. The plan allows participants to defer up to 90% of their annual compensation, up to statutory limits. Employer contributions charged to operations for the three months ended December 31, 2018 and 2017 was $0 and $0, respectively. The Company’s subsidiary, Howco, is the sponsor of a qualified 401(k) plan with a safe harbor provision. All employees are eligible to enter the plan within one year of the commencement of employment. Employer contributions charged to expense for the three months ended December 31, 2018 and 2017 was $3,519 and $0, respectively. | NOTE 13 - DEFINED CONTRIBUTION PLAN In August 2016, Drone established a qualified 401(k) plan with a discretionary employer matching provision. All employees who are at least twenty-one years of age and no minimum service requirement are eligible to participate in the plan. The plan allows participants to defer up to 90% of their annual compensation, up to statutory limits. Employer contributions charged to operations for the years ended September 30, 2018 and 2017 was $0 and $9,230, respectively. The Company’s subsidiary, Howco, is the sponsor of a qualified 401(k) plan with a safe harbor provision. All employees are eligible to enter the plan within one year of the commencement of employment. Employer contributions charged to expense for the years ended September 30, 2018 and 2017 was $2,080 and $25,621, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 14 - RELATED PARTY TRANSACTIONS On October 1, 2016, the Company entered into employment agreements with two of its officers. The employment agreement with the company’s President and CEO provides for annual base compensation of $370,000 for a period of three years, which can, at the Company’s election, be paid in cash or Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity a provision for the equivalent of 12 months’ base salary, and an additional one-time severance payment of $2,500,000 upon termination under certain circumstances, as defined in the agreement. The employment agreement with the Company’s Treasurer and CFO provides for annual base compensation of $250,000 for a period of three years, which can, at the Company’s election, be paid in cash or Company Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity grants, a provision for the equivalent of 12 months’ base salary and an additional one-time severance payment of $1,500,000 upon termination under certain circumstances, as defined in the agreement. On July 10, 2017, the CFO of the Company who also a member of the Board resigned. Pursuant to the employment agreement, this employee is not eligible for the one-time severance payment of $1,500,000 and accordingly, the final balance of accrued wages due to this former CFO as of September 30, 2017 due of approximately $93,000 which is included in accrued expenses on the accompanying consolidated balance sheet at December 31, and September 30, 2018. On March 28, 2017, we entered into an at-will employment agreement with Matthew Wiles as General Manager of Howco. Under the terms of employment agreement, Mr. Wiles’ compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco’s gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250,000 shares of Drone USA’s common stock vesting over five years in equal amounts on the anniversary date of his Employment Agreement. From July 2017 to August 2018, the Company utilized as its corporate headquarters the office space and equipment of an entity in West Haven, Connecticut related to the Company’s CEO at no cost. Since September 30, 2018 the Company leases space in New Jersey as its corporate headquarters. The Company has certain convertible notes payable to related parties (see Note 9). | NOTE 14 - RELATED PARTY TRANSACTIONS On October 1, 2016, the Company entered into employment agreements with two of its officers. The employment agreement with the company’s President and CEO provides for annual base compensation of $370,000 for a period of three years, which can, at the Company’s election, be paid in cash or Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity a provision for the equivalent of 12 months’ base salary, and an additional one-time severance payment of $2,500,000 upon termination under certain circumstances, as defined in the agreement. The employment agreement with the Company’s Treasurer and CFO provides for annual base compensation of $250,000 for a period of three years, which can, at the Company’s election, be paid in cash or Company Common Stock or deferred if insufficient cash is available, and provides for other benefits, including a discretionary bonus and equity grants, a provision for the equivalent of 12 months’ base salary and an additional one-time severance payment of $1,500,000 upon termination under certain circumstances, as defined in the agreement. On July 10, 2017, the CFO of the Company who also a member of the Board resigned. Pursuant to the employment agreement, this employee is not eligible for the one-time severance payment of $1,500,000 and accordingly, the final balance of accrued wages due to this former CFO as of September 30, 2017 due of approximately $93,000 which is included in accrued expenses on the accompanying consolidated balance sheet at September 30, 2018 and 2017. During 2016, Company entered into an employment agreement with the Company’s former Chief Strategy Officer which provided for annual base compensation of $400,000 for a period of three years and provided for other additional benefits as defined in the agreement including a signing bonus of $100,000 payable during the first year of employment. As of September 30, 2018 and 2017, the bonus has not been paid and is included in accrued expenses. On July 7, 2017, the former Chief Strategy Officer and member of the Board was terminated and his 7,500,000 options were immediately forfeited (See Notes 12, 16 and 18). On March 28, 2017, we entered into an at-will employment agreement with Matthew Wiles as General Manager of Howco. Under the terms of employment agreement, Mr. Wiles’ compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco’s gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250,000 shares of Drone USA’s common stock vesting over five years in equal amounts on the anniversary date of his Employment Agreement. From July 2017 to August 2018, the Company utilized as its corporate headquarters the office space and equipment of an entity in West Haven, Connecticut related to the Company’s CEO at no cost. Since September 30, 2018 the Company leases space in New Jersey as its corporate headquarters. The Company has certain convertible notes payable to related parties (see Note 9). |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statement and tax basis of assets and liabilities. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective for the Company on October 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of September 30, 2018, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. As of September 30, 2018, the Company has net operating loss carryforwards of approximately $15,789,654 to reduce future taxable income through 2038. A valuation allowance for the entire deferred tax assets has been established as of September 30, 2018 and 2017. The provision for (benefit from) income taxes consists of the following: Year Ended Year Ended Current Federal $ - $ - State - 50 - 50 Deferred Federal - - State - - - - Total income tax provision (benefit) $ - $ 50 A reconciliation of the provision for income taxes at the federal statutory rate of 35% to the Company’s provision for income tax is as follows: Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (2,021,203 ) $ (2,739,427 ) State (tax benefit) income taxes, net of federal benefit (473,129 ) (624,516 ) Permanent differences 61,491 152,532 Change in Federal tax rate 2,499,867 Changes in valuation allowance (67,026 ) 3,211,461 Total $ - $ 50 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented: September 30, September 30, Deferred Tax Assets Stock-based compensation $ 760,339 $ 1,986,087 Net operating losses 4,650,053 3,678,613 Other - - Total deferred tax assets 5,410,392 5,664,700 Valuation allowance (5,258,641 ) (5,325,667 ) Net deferred tax assets 151,751 339,033 Deferred Tax Liabilities Identifiable intangibles - HowCo Purchase (151,751 ) (339,033 ) Total deferred tax liabilities (151,751 ) (339,033 ) Net deferred tax $ - $ - The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets in the U.S. can be realized as of September 30, 2018 and 2017, accordingly, the Company has recorded a full valuation allowance on its U.S. deferred tax assets. The Company files income tax returns in the United States on federal basis and various states. The Company is not currently under any international or any United States federal, state and local income tax examinations for any taxable years. All of the Company’s net operating losses are subject to tax authority adjustment upon examination. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 15 - COMMITMENTS AND CONTINGENCIES Contingencies Legal Matters On February 6, 2018 the Company sent a letter to the previous owners of Howco Distributing Co. (“Howco”) alleging that they made certain financial misrepresentations under the terms of the Stock Purchase Agreement by which the Company acquired control of Howco during 2016. The Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. On March 13, 2018 the Company filed a lawsuit against the previous owners by issuing a summons. On April 12, 2018, the Company received the Defendants’ answer. The Company and the previous owners are in discussion to settle the matter as of December 31, 2018. In connection with the merger in fiscal 2016, with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement. Settlements During the quarter ended June 30, 2017, the Company received demands for non-payment of five months of rent for its New York location. In July 2017, the Company vacated the New York premises. Subsequent to June 30, 2017, a lawsuit was filed in the Supreme Court of the State of New York for an alleged breach of a Service Agreement for approximately $63,000 in connection with the lease the Company entered into for its former office space in New York. As of September 30, 2017, the Company accrued into accounts payable approximately $63,000 pursuant to ASC 420-10-30 “Cost to Terminate an Operating Lease”. In October 2017, the Company entered into a settlement agreement with the New York lease landlord and paid $30,000 in full settlement and recorded a settlement gain of $33,361. On August 9, 2017, a lawsuit was filed by an investor relations firm against the Company in the Supreme Court, Westchester County (Index No. 61772/2017). The complaint alleged two causes of action, one for goods and services furnished and one for an account stated, in the amount of $74,325. The plaintiff obtained a default judgment. The Company has filed an Order to Show Cause to vacate the default judgment on the grounds that the service of the complaint was invalid. The court granted the Company’s Order to Show Cause on December 19, 2017 and set the hearing on the Order to Show Cause for January 12, 2018. At December 31, 2017, $68,544 was accrued in accounts payable. On February 14, 2018 the Company entered into a stipulation agreement with the investor relations firm which settled the amount due at $20,000 if payment was made by February 21, 2018. The lump sum payment was made on February 16, 2018 and a gain on extinguishment of debt of $48,544 was recorded. On January 29, 2018, the Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. Additionally, the Company shall pay ten monthly payments of $3,000 per month beginning on February 29, 2018. Additionally, the vendor returned 400,000 common shares of the Company’s common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of December 31, 2018. The Company is in discussion with the vendor to address the past due amounts. On November 13, 2018 the Company and a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of $90,000. The note bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. The accrued balance as accounts payable of $71,700 is subject to a final waiver from the vendor that will allow a gain on the debt extinguishment to be recognized. (see note 17) During 2016, Company entered into an employment agreement with the Company’s former Chief Strategy Officer which provided for annual base compensation of $400,000 for a period of three years and provided for other additional benefits as defined in the agreement including a signing bonus of $100,000 payable during the first year of employment. During November 2018 the Company reached an agreement and executed a related stipulation and payment terms agreement stemming from the legal action by the former Chief Strategy Officer for improper termination. The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 are due starting on January 15, through December 15, 2019. As of December 31, 2018 a balance of $412,435 remained as accrued expense which includes related employer payroll taxes expected to be incurred for future payments. (see note 17) As of December 31, 2018, the Company has received demand for payment of past due amounts for services by several consultants and service providers. Commitments Exclusive Agreement On June 1, 2016, the Company entered into an exclusive agreement with a Brazilian entity in the drone technology market. The agreement provides that the Company will acquire exclusive rights to this entity’s UAV technology and intellectual property that includes research and development efforts completed by this entity. The Company will also secure exclusive export and representation rights to this entity’s products along with the non-binding option to acquire full ownership of this entity for $1 million should the companies agree at a later date it would be in the best interest of both businesses. As consideration for this agreement, the Brazilian entity CEO was appointed to the position of Chief Technology Officer of the Company and granted an option for 2,000,000 shares of common stock. Consulting Agreements In June 2017, the Company entered into an agreement with an investment bank to provide placement agent services on an exclusive basis as it relates to a private placement (“the placement”). The agreement calls for the investment bank to receive 9% of the gross proceeds of the placement and 2.5% warrant coverage of the amount raised. The warrants shall entitle the investment bank to purchase securities of the Company at a purchase price equal to 110% of the implied price per share of the placement or 100% of the public market closing price of the Company’s common stock on the date of the placement, whichever is lower. The warrants shall have a term of five years after the closing of the placement. The agreement expired on September 30, 2017 but the terms of the agreement remains effective for previously introduced investors for capital raised during the year ended September 30, 2018. The investment bankers have not presented any claims under this agreement. Lease Obligations The Company entered into an agreement with a manufacturer in Pismo Beach, California. The agreement provides for certain services to be provided by the manufacturer as needed by the Company. The agreement has an initial term of three years with one year renewals. In connection with this agreement, the Company has agreed to sublease space based in San Luis Obispo, California from the manufacturer for the purposes of the development and manufacturing of unmanned aerial vehicles. The lease provides for base monthly rent of approximately $15,000 for the initial term to be increased to $16,500 per month upon extension. The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. The Company is in default of the rent payments and had received verbal demand of payments. As of December 31, 2018, the Company has not made any of the required monthly rent payments in connection with this agreement. During fiscal 2017, the Company had expensed and accrued into accounts payable the remaining amounts due under the term of the lease for a total accrual of $360,000 pursuant to ASC 420-10-30. This balance remains accrued as of December 31, 2018 and 2017. In May 2017, the Company extended Howco’s office lease through May 30, 2020. The lease requires monthly payments including base rent plus CAM with annual increases. Future minimum lease payments under non-cancelable operating leases at December 31, 2018 are as follows: Years ending September 30, Amount 2019 $ 60,137 2020 40,737 Total minimum non-cancelable operating lease payments $ 100,874 For the three months ended December 31, 2018 and 2017, rent expense amounted to $14,513 and $14,565, respectively. Purchase commitments The Company entered into agreements to act as a distributor or dealer with third party drone suppliers. Some of these agreements require the Company to maintain certain levels of inventory of the supplier’s products. At December 31 and September 30, 2018 no inventory was required to be held under the terms of these arrangements. Profit Sharing Plan (for Howco) On April 13, 2018, Howco Distributing announced to its employees a Company-wide profit sharing program. In fiscal year 2018, Howco Distributing, will paid out ten-percent of the Company’s income before depreciation and amortization. The employee profit share is equal to their annual salary divided by the Company’s total annual payroll and multiplied by 10% of adjusted net income for the fiscal year. During the three months ended December 31, 2018 the employees earned approximately $6,000 under this plan. | NOTE 16 - COMMITMENTS AND CONTINGENCIES Contingencies Legal Matters On February 6, 2018 the Company sent a letter to the previous owners of Howco Distributing Co. (“Howco”) alleging that they made certain financial misrepresentations under the terms of the Stock Purchase Agreement by which the Company acquired control of Howco during 2016. The Company claimed that the previous owners took excessive amounts of cash from the business prior to the close of the merger. On March 13, 2018 the Company filed a lawsuit against the previous owners by issuing a summons. On April 12, 2018, the Company received the Defendants’ answer. The Company and the previous owners are in discussion to settle the matter as of September 30, 2018. In connection with the merger in fiscal 2016, with Texas Wyoming Drilling, Inc., a vendor has a claim for unpaid bills of approximately $75,000 against the Company. The Company and its legal counsel believe the Company is not liable for the claim pursuant to its indemnification clause in the merger agreement. Settlements During the quarter ended June 30, 2017, the Company received demands for non-payment of five months of rent for its New York location. In July 2017, the Company vacated the New York premises. Subsequent to June 30, 2017, a lawsuit was filed in the Supreme Court of the State of New York for an alleged breach of a Service Agreement for approximately $63,000 in connection with the lease the Company entered into for its former office space in New York. As of September 30, 2017, the Company accrued into accounts payable approximately $63,000 pursuant to ASC 420-10-30 “Cost to Terminate an Operating Lease”. In October 2017, the Company entered into a settlement agreement with the New York lease landlord and paid $30,000 in full settlement and recorded a settlement gain of $33,361. On August 9, 2017, a lawsuit was filed by an investor relations firm against the Company in the Supreme Court, Westchester County (Index No. 61772/2017). The complaint alleged two causes of action, one for goods and services furnished and one for an account stated, in the amount of $74,325. The plaintiff obtained a default judgment. The Company has filed an Order to Show Cause to vacate the default judgment on the grounds that the service of the complaint was invalid. The court granted the Company’s Order to Show Cause on December 19, 2017 and set the hearing on the Order to Show Cause for January 12, 2018. At December 31, 2017, $68,544 was accrued in accounts payable. On February 14, 2018 the Company entered into a stipulation agreement with the investor relations firm which settled the amount due at $20,000 if payment was made by February 21, 2018. The lump sum payment was made on February 16, 2018 and a gain on extinguishment of debt of $48,544 was recorded. On January 29, 2018, the Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. Additionally, the Company shall pay ten monthly payments of $3,000 per month beginning on February 29, 2018. Additionally, the vendor returned 400,000 common shares of the Company’s common stock which will be cancelled upon satisfaction of the liability. The liability is recorded at $21,000 as of September 30, 2018. The Company has filed a lawsuit against the former Chief Strategy Officer and member of the Board, who was terminated on July 7, 2017, for breach of contract, breach of the covenant of good faith and fair dealing, and violation of the California Business & Professions Code. On July 31, 2017, the former Chief Strategy Officer and member of the Board subsequently filed a counterclaim against the Company seeking, among other items, damages in excess of $900,000, prejudgment interest, and reimbursement of legal fees. Prior to the termination and as of September 30, 2018 and September 30, 2017, there was accrued a 401(k) matching contribution of $9,230 and a $100,000 sign on bonus. This lawsuit was settled in November 2018 (see Note 18). As of September 30, 2018, the Company has received demand for payment of past due amounts for services by several consultants and service providers. Commitments Exclusive Agreement On June 1, 2016, the Company entered into an exclusive agreement with a Brazilian entity in the drone technology market. The agreement provides that the Company will acquire exclusive rights to this entity’s UAV technology and intellectual property that includes research and development efforts completed by this entity. The Company will also secure exclusive export and representation rights to this entity’s products along with the non-binding option to acquire full ownership of this entity for $1 million should the companies agree at a later date it would be in the best interest of both businesses. As consideration for this agreement, the Brazilian entity CEO was appointed to the position of Chief Technology Officer of the Company and granted an option for 2,000,000 shares of common stock. Consulting Agreements In June 2017, the Company entered into an agreement with an investment bank to provide placement agent services on an exclusive basis as it relates to a private placement (“the placement”). The agreement calls for the investment bank to receive 9% of the gross proceeds of the placement and 2.5% warrant coverage of the amount raised. The warrants shall entitle the investment bank to purchase securities of the Company at a purchase price equal to 110% of the implied price per share of the placement or 100% of the public market closing price of the Company’s common stock on the date of the placement, whichever is lower. The warrants shall have a term of five years after the closing of the placement. The agreement expired on September 30, 2017 but the terms of the agreement remains effective for previously introduced investors for capital raised during the year ended September 30, 2018. Lease Obligations The Company entered into an agreement with a manufacturer in Pismo Beach, California. The agreement provides for certain services to be provided by the manufacturer as needed by the Company. The agreement has an initial term of three years with one year renewals. In connection with this agreement, the Company has agreed to sublease space based in San Luis Obispo, California from the manufacturer for the purposes of the development and manufacturing of unmanned aerial vehicles. The lease provides for base monthly rent of approximately $15,000 for the initial term to be increased to $16,500 per month upon extension. The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. The Company is in default of the rent payments and had received verbal demand of payments. As of September 30, 2018, the Company has not made any of the required monthly rent payments in connection with this agreement. During fiscal 2017, the Company had expensed and accrued into accounts payable the remaining amounts due under the term of the lease for a total accrual of $360,000 pursuant to ASC 420-10-30. This balance remains accrued as of September 30, 2018 and 2017. In May 2017, the Company extended Howco’s office lease through May 30, 2020. The lease requires monthly payments including base rent plus CAM with annual increases. Future minimum lease payments under non-cancelable operating leases at September 30, 2018 are as follows: Years ending September 30, Amount 2019 $ 60,137 2020 40,737 Total minimum non-cancelable operating lease payments $ 100,874 For the years ended September 30, 2018 and 2017, rent expense amounted to $55,225 and $496,352, respectively. Purchase commitments The Company entered into agreements to act as a distributor or dealer with third party drone suppliers. Some of these agreements require the Company to maintain certain levels of inventory of the supplier’s products. At September 30, 2018 no inventory was required to be held under the terms of these arrangements. Profit Sharing Plan (for Howco) On April 13, 2018, Howco Distributing announced to its employees a Company-wide profit sharing program. In fiscal year 2018, Howco Distributing, will redistribute the total of ten-percent of the Company’s net income. The employee profit is equal to their annual salary divided by the Company’s total annual payroll and multiplied by 10% of net income for the fiscal year. During 2018 the employees earned approximately $21,000 under this plan. |
Concentrations
Concentrations | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATIONS | NOTE 16 - CONCENTRATIONS Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At December 31, and September 30, 2018, cash in bank did not exceeded the federally insured limits of $250,000. The Company has not experienced any losses in such accounts through December 31, 2018. Economic Concentrations With respect to customer concentration, two customers accounted for approximately 54.6% and 13.1%, of total sales for the three months ended December 31, 2018. Four customers accounted for approximately 53%, 19%, 19% and 10%% of total sales for the three months ended December 31, 2017. With respect to accounts receivable concentration, five customers accounted for 28.7%, 26.4%, 15.1%, 12.8% and 11.2% of total accounts receivable at December 31, 2018. Three customers accounted for approximately, 50%, 20% and 20% of total accounts receivable at September 30, 2018. With respect to supplier concentration, three suppliers accounted for approximately 25.3%, 21.1% and 15.9% of total purchases for the three months ended December 31, 2018. One supplier accounted for approximately 39% of total purchases for the three months ended December 31, 2017. With respect to accounts payable concentration, two suppliers accounted for approximately 20.8% and 15.8% of total accounts payable at December 31, 2018. Three suppliers accounted for approximately 18%, 13% and 11% of total accounts payable at September 30, 2018. With respect to foreign sales, it totaled approximately $4,863 for the three months ended December 31, 2018. Foreign sales totaled approximately $27,000 for the three months ended December 31, 2017. | NOTE 17 - CONCENTRATIONS Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At September 30, 2018, cash in bank did not exceeded the federally insured limits of $250,000. The Company has not experienced any losses in such accounts through September 30, 2018. Economic Concentrations With respect to customer concentration, three customers accounted for approximately 52%, 17%, and 10%, of total sales for the year ended September 30, 2018. Three customers accounted for approximately 65%, 12% and 11% of total sales for the period ended September 30, 2017. With respect to accounts receivable concentration, three customers accounted for approximately 50%, 20% and 20% of total accounts receivable at September 30, 2018. Three customers accounted for approximately 59%, 15% and 13% of total accounts receivable at September 30, 2017. With respect to supplier concentration, two suppliers accounted for approximately 34% and 10% of total purchases for the year ended September 30, 2018. Two suppliers accounted for approximately 41% and 15% of total purchases for the year ended September 30, 2017. With respect to accounts payable concentration, three suppliers accounted for approximately 18%, 13%, and 11% of total accounts payable at September 30, 2018. Two suppliers accounted for approximately 42% and 11% of total accounts payable at September 30, 2017. With respect to foreign sales, it totaled approximately $60,000 for the year ended September 30, 2018. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS On February 5, 2019, the Company filed Form Pre 14C with the SEC following majority shareholder approval on January 30, 2019 to increase the number of authorized common shares from 1,500,000,000 to 6,000,000,000. The Company filed a Def 14C with the SEC on February 25, 2019 and the increase in authorized was effective upon the filing of the Amendment with the state of Delaware on February 25, 2019. On February 11, 2019, the Supreme Court of the State of New York issued a summons to the former CFO of the Company, to appear before the court to answer the Company’s complaint seeking payment under a personal guarantee of the defendant to provide half of any compensation paid to the former Chief Strategy Officer. The Company is seeking $300,000 from the defendant relating to the November 27, 2018 settlement agreement with the former Chief Strategy Office for $600,000. On February 13, 2019, the Company received waiver and release arising from a vendor settlement of past due amounts due of $161,681 for the $90,000 convertible note issued to the vendor on November 13, 2018. The Company will immediately recognized a gain on extinguishment of debt in the amount of $71,681. Convertible Notes Issued On January 1, 2019 the Company issued a convertible promissory note for $12,500 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On January 18, 2019 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On February 1, 2019 the Company issued a convertible promissory note for $12,500 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. Related Party Promissory Note Issued On January 19, 2019 the Company issued a, promissory note to the CEO for $200,000. The note bears interest at 12% per annum, matures in 5 years on September 23, 2021. Common Shares Issued for Convertible Notes On January 8, 2019, Livingston Asset Management, LLC converted $9,000 of principal, $682 of accrued interest and $1,145 in fees for the fee note issued June 1, 2018 for 45,306,040 at the contracted price of $0.00025. The unliquidated balance of the fee note was $3,000 following the conversion. On January 18, 2019, Livingston Asset Management converted $3,000 of the remaining principal balance, $24 of accrued interest and $1,145 in fees for the fee note issued June 1, 2018 and $12,500 of principal, $678 of accrued interest and $1,145 in fees from the fee note issued July 1, 2018 for total of 73,967,680 shares of common stock at the contracted price of $0.00025. The note was fully liquidated following the conversion. On February 11, 2019, Livingston Asset Management submitted a conversion notice to convert $12,500 of principal, $654 of accrued interest and $1,145 in fees from the fee note issued August 1, 2018, for 47,663,700 at the contracted price of $0.0003. Common Shares Issued under 3(a)(10) On February 4, 2019 the Company issued 119,455,000 common shares to Livingston Asset Management under the 3(a)(10) agreement which are offered for sale to settle the Company’s obligation to its senior secured note holder. Warrant Exercises On January 4, 2019 Crown Bridge Partners exercised warrants for 52,100,526 common shares at $.0002, using the cashless formula as per the agreement. On January 30, 2019 Crown Bridge Partners exercised warrants for 60,611,842 common shares at $.00024, using the cashless formula as per the agreement. | NOTE 18 - SUBSEQUENT EVENTS Settlements On November 13, 2018 the Company and a vendor agreed to settle $161,700 in past due professional fees for a convertible note in the amount of $90,000. The Company will recognize a gain on extinguishment of debt of approximately $71,700 during the three months ended December 31, 2018. The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. During November 2018 the Company reached an agreement and executed a related stipulation and payment terms agreement stemming from a legal action by the former Chief Strategy Officer for improper termination (See Note 16). The plaintiff agreed to accept $600,000 in payments. The first scheduled payment of $200,000 was made on December 20, 2018 in accordance with the settlement terms. Twelve monthly payments of approximately $33,333 are due starting on January 15, through December 15, 2019. As of September 30, 2018 the Company recorded $600,000 as accrued expense of which $500,000 was expensed during the fiscal year 2018. Convertible Notes Issued On October 1, 2018 the Company issued a convertible promissory note for $12,500 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On October 18, 2018 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On November 1, 2018 the Company issued a convertible promissory note for $12,500 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On November 13, the Company issued a convertible promissory note for $90,000 to a vendor in settlement of past due amounts due for services. The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company’s common stock at 50% of the lowest closing bid price during the 20 trading days immeadiately preceding the notice of conversion. On November 18, 2018 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On December 1, 2018 the Company issued a convertible promissory note for $12,500 to Livingston Asset Management under the services agreement mentioned above. The note bears interest at 10%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. On December 18, 2018 the Company issued a convertible promissory note to an attorney for services in the amount of $6,000. The note bears interest at 12% and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. Note Amendments, Assignments and Restatements On October 17, 2018 Porta Pellex assigned $62,500 of the principal balance of its note to Trillium Partners LP along with $7,500 of accrued interest, leaving an unpaid balance of $62,500 plus accrued interest on Porta Pellex’s original note. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. This modification was treated as a debt extinguishment. The modified note was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense for the assigned and restated note. On October 20, the balance of the note principal of $62,500 due to Porta Pellex was in default. This default was cured when the final assignment to Jefferson Street Capital LLC was executed (see below). On October 23, 2018 Porta Pellex assigned $62,500 of the remaining principal balance of its note to Jefferson Street Capital LLC along with $7,500 of accrued interest. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. This modification was treated as a debt extinguishment. In connection with the issuance of this Note, the Company determined that the terms of the modified Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of assignment and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Binomial valuation model. In connection with this Note, on the initial measurement date of October 23, 2018, the fair values of the embedded conversion option derivative of $72,609 was recorded as derivative liabilities, $70,000 was charged to current period operations as initial derivative expense, and $2,609 was recorded as a debt discount and is being amortized into interest expense over the expected holding period of the restated note. On October 30, 2018 TCA the Company’s senior lender amended its credit facility which had been restructured in January 2018 when fees due for advisory and other matters along with accrued but unpaid interest were capitalized and separated into two notes, Note A having $1,000,000 principal and Note B having $4,788,642 both having the same maturity terms, interest rates and conversion rights. Under the current amendment total amounts outstanding under the notes along with accrued interest have been capitalized with the principal amount due of $6,018,192.42. The new note accrues interest on the principal balance at 12% per annum, includes amortization to the new maturity of December 15, 2020. The amortization payments credited toward the principal amount and accrued interest vary and include payments made under the 3(a)(10) settlement agreement with a third party related to Note A. Economically the total principal and accrued interest outstanding remain unchanged as reported in the consolidated balance sheet. All other terms including conversion rights and a make-whole provision in the case of a conversion shortfall remain the same as stated in the footnotes above. Related Party Promissory Note Issued On December 20, 2018 the Company issued a, promissory note to the CEO for $400,000. The note bears interest at 12% per annum, matures in 5 years on December 20, 2023 and requires monthly payment of interest and principal of $5,000 with a balloon payment at maturity. Common Stock Issued On October 17, 2018 Crown Bridge Partners was issued 35,420,168 common shares in exchange for the same number of warrants surrendered. On November 1, 2018 Jefferson Street Capital was issued 30,000,000 common for conversion of principal related to the Porta Pellex note assignment and restatement cited above. On November 6, 2018 Trillium Partners LLC was issued 58,721,488 common shares for conversion of principal related to the Porta Pellex note assignment and restatement cited above. On November 6, 2018 Jefferson Street Capital was issued 32,307,692 common shares for conversion of principal related to the Porta Pellex note assignment and restatement cited above. On November 19, 2018 Jefferson Street Capital was issued 45,952,267 common shares for conversion of principal related to the Porta Pellex note assignment and restatement cited above. On November 27, 2018 Trillium Partners LLC was issued 56,947,133 common shares for conversion of principal related to the Porta Pellex note assignment and restatement cited above. Following this conversion principal, interest and fees due were fully settled. On December 5, 2018 Jefferson Street Capital was issued 20,360,000 common for conversion of principal related to the Porta Pellex note assignment and restatement cited above. Following this conversion principal, interest and fees due were fully settled. Common Stock Sold for Settlement Payment of 3(a)(10) On November 22, 2018 Livingston Asset Management finalized sale of 30,000,000 shares of common stock and remitted a payment to TCA for $45,320.02 in partial settlement of TCA Note A under the terms of the 3(a)(10) agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Going Concern (Policies) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantek and its wholly-owned subsidiaries, Drone USA, LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bantek and its wholly-owned subsidiaries, Drone USA, LLC (inactive), and Howco. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the three months ended December 31, 2018, the Company has incurred a net loss of $1,065,542 and used cash in operations of $376,753. The working capital deficit, stockholders' deficit and accumulated deficit was $6,511,561, $9,709,862 and $20,696,834, respectively, at December 31, 2018. Furthermore, on April 13, 2017 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017, and as of December 31, 2018 has received demands for payment of past due amounts from several consultants and service providers. It is management's opinion that these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management's ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has been implementing cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and has restructured its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the year ended September 30, 2018, the Company has incurred a net loss of $5,774,867 and used cash in operations of $794,369. The working capital deficit, stockholders’ deficit and accumulated deficit was $12,170,117, $9,157,344 and $19,631,292, respectively, at September 30, 2018. Furthermore, on April 13, 2017 the Company received a default notice on its payment obligations under the senior secured credit facility agreement (see Note 10), defaulted on its Note Payable – Seller in September 2017, and as of September 30, 2018 has received demands for payment of past due amounts from several consultants and service providers. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or debt. The Company has been implementing cost-cutting measures and restructuring or setting up payment plans with vendors and service providers and plans to raise equity through a private placement, and restructure or repay its secured obligations. The accompanying consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of stock based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the allowance for bad debt on accounts receivable, reserves on inventory, valuation of goodwill and intangible assets for impairment analysis, valuation of the earn-out liability, valuation of stock based compensation, the valuation of derivative liabilities and the valuation allowance on deferred tax assets. |
Fair Value Measurements | Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At December 31, 2018 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability — — $ 198,205 — — $ 258,296 A rollforward of the level 3 valuation financial instruments is as follows: Derivative Balance at September 30, 2018 $ 258,296 Fair Value of derivative related to assignment and restatement of note 78,471 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercise (partial) (68,232 ) Fair Value adjustment - warrants 8,734 Fair Value adjustments – convertible note (593 ) Balance at December 31, 2018 $ 198,205 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. See note 12. | Fair Value Measurements The Company follows the FASB Fair Value Measurements Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. Level 1 inputs include quoted market prices for identical assets or liabilities in an active market that the Company has the ability to access at the measurement date. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. The standard requires the utilization of the lowest possible level of input to determine fair value and carrying amounts of current liabilities approximate fair value due to their short-term nature. The Company accounts for certain instruments at fair value using level 3 valuation. At September 30, 2018 At September 30, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability — — $ 258,296 — — $ — A rollforward of the level 3 valuation financial instruments is as follows: Earn-Out Liability Balance at September 30, 2016 $ 129,000 Decrease in fair value of earn-out payable (129,000 ) Balance at September 30, 2017 $ - Derivative Balance at September 30, 2017 - Initial Fair Value of derivative recorded as discount $ 85,000 Initial Fair Value of derivative recorded as expense 74,463 Reduction of derivative recorded as gain on extinguishment upon conversion (111,818 ) Reclassifications of Fair Value of Warrants from equity 261,484 Fair value adjustments for the year (50,833 ) Balance at September 30, 2018 $ 258,296 The warrants were issued to a convertible note holder in November and December 2017 and initially determined to be equity instruments and recorded as note discount and as additional paid in capital. On June 4, 2018 the anti-dilutive provision of the warrants took effect and based on the new conversion formula management determined the warrant became a derivative liability and reclassified the Fair Value on June 4, 2018 from additional paid-in capital to derivative liability with fair market value changes recognized in operations for each reporting date. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. | Cash and Cash Equivalents Cash equivalents consist of liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents at the balance sheet dates. |
Accounts Receivable | Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible | Accounts Receivable Trade receivables are recorded at net realizable value consisting of the carrying amount less the allowance for doubtful accounts, as needed. Factors used to establish an allowance include the credit quality of the customer and whether the balance is significant. The Company may also use the direct write-off method to account for uncollectible accounts that are not received. Using the direct write-off method, trade receivable balances are written off to bad debt expense when an account balance is deemed to be uncollectible. |
Inventory | Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. | Inventory Inventory consists of finished goods, which are purchased directly from manufacturers. The Company utilizes a just in time type of inventory system where products are ordered from the vendor only when the Company has received sales order from its customers. Inventory is stated at the lower of cost and net realizable value on a first-in, first-out basis. |
Property & Equipment | Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Certain items classified as inventory during the second fiscal quarter of 2018 have been reclassified to Property and Equipment. These assets are fully operational drones used as demonstration units and were put into such use since acquisition. The units were all acquired during the year ended September 30, 2018 and each unit exceeds management's threshold for capitalization of $2,000 for a single unit. The Company depreciates these demonstration units over a period of 3 years using an accelerated method. Depreciation expense was $2,065 and $0 for the three months ended December 31, 2018 and 2017 respectively. | Property & Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Certain items classified as inventory during the second fiscal quarter of 2018 have been reclassified to Property and Equipment. These assets are fully operational drones used as demonstration units and were put into such use since acquisition. The units were all acquired during the year ended September 30, 2018 and each unit exceeds management’s threshold for capitalization of $2,000 for a single unit. The Company depreciates these demonstration units over a period of 3 years using an accelerated method. Depreciation expense was $9,659 in 2018. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company's goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was deemed to have a life of 4 years and is being amortized through September 2020. | Goodwill and Intangible Assets The Company’s goodwill and tradename assets are deemed to have indefinite lives and, accordingly, are not amortized, but are evaluated for impairment at least annually, but more often whenever changes in facts and circumstances occur which may indicate that the carrying value may not be recoverable. The customer list was deemed to have a life of 4 years and is being amortized through September 2020. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value. | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is determined by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from use of the assets and their ultimate disposition. In instances where impairment is determined to exist, the Company writes down the asset to its fair value. |
Deferred Financing Costs | Deferred Financing Costs All unamortized deferred financing costs related to the Company's borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs | Deferred Financing Costs All unamortized deferred financing costs related to the Company’s borrowings are presented in the consolidated balance sheets as a direct deduction from the related debt. Amortization of these costs is reported as interest and financing costs |
Revenue Recognition | Revenue Recognition Effective October 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 606, Revenue From Contracts With Customers, which is effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance) has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company's initial application of ASC 606 did not have a material impact on its financial statements and disclosures and there was no cumulative effect of the adoption of ASC 606. The Company sells a variety of products to government entities. The purchase orders received specifies each item and its manufacturer, the Company only needs to fulfill the performance obligation by shipping the specified items. No other performance obligation exist under the terms of the contracts. The Company recognizes revenue for the agreed upon sales price when the product is shipped to the customer, which satisfies the performance obligation. The Company sells drones and related products manufactured by third parties to various parties. The Company also offers technical services related to drone utilization. The Company began offering insulation jackets for commercial and government facilities to insulate and monitor heating and cooling equipment. Contracts for drone related products and services and insulating jacket related sales will be evaluated using the five step process outline above. There has been no material sales for drone products and services for which full compliance with performance obligations has not been met. Sales of insulation jackets have not yet commenced. Upon significant sales for drone products and services and insulation jackets, the Company will disaggregate sales by these lines of business and within the lines of business to the extent that the product or service has different revenue recognition characteristics. | Revenue Recognition Sales are recognized upon shipment of product to the customer. Provisions for returns and allowances are recorded in the period the sales occur. Payments received from customers prior to shipment of the product to them, are recorded as customer deposit liabilities. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – "Compensation –Stock Compensation "), Improvements to Employee Share-Based Payment Accounting As of October 1, 2018 the Company has early adopted ASU 2018-7 Compensation-Stock Compensation which conforms the accounting for non-employees to the accounting treatment for employees. The new standard replaces using a fair value as of each reporting date with use of the calculated fair value as of the grant date. The implementation of the standard provides for the use of the fair market value as of the adoption date, rather than using the value as of the original grant date. Therefore the values calculated and reported at September 30, 2018 become a proxy for the grant date value. The Company utilizes the Black-Sholes option pricing model and uses the simplified method to determine expected term because of lack of sufficient exercise history. There was no cumulative effect on the adoption date. | Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation ”), Improvements to Employee Share-Based Payment Accounting Pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” |
Shipping and Handling Costs | Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which is not considered material for separate disclosure as it is typically less than 1% of cost of goods sold. | Shipping and Handling Costs The Company has included freight-out as a component of cost of sales, which amounted to $101,139 and $173,662 for the years ended September 30, 2018 and 2017, respectively. |
Convertible Notes with Fixed Rate Conversion Options | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - "Distinguishing Liabilities from Equity". | Convertible Notes with Fixed Rate Conversion Options The Company may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the Note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”. |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. | Derivative Liabilities The Company has certain financial instruments that are derivatives or contain embedded derivatives. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment. |
Income Taxes | Income Taxes The Company’s current provision for income taxes is based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in the period such determination was made. The Company follows the accounting for uncertainty in income taxes guidance, which clarifies the accounting and disclosures for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The Company currently has no federal or state tax examinations in progress. As of September 30, 2018, the Company’s tax returns for the tax years 2017, 2016 and 2015 remain subject to audit, primarily by the Internal Revenue Service. The Company did not have material unrecognized tax benefits as of September 30, 2018 and 2017 and does not expect this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of provision for income taxes. | |
Net Loss Per Share | Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of December 31, 2018, 18,505,000 options were outstanding of which 9,073,000 were exercisable, 136,083,627 warrants were outstanding of which 136,083,627 were exercisable, and related party convertible debt and accrued interest totaling $872,432 was convertible into 785,974,775 shares of common stock. Additionally, as of December 31, 2018, the outstanding principal balance, including accrued interest of the third party convertible debt, totaled $6,195,802 and was convertible into 10,670,340,897 shares of common stock. It should be noted that contractually the limitations on these notes limit the number of shares converted to 425,147,386. The total dilutive potential shares of 11,601,472,299 exceed the number of common shares authorized and unissued. As of December 31, 2018 and 2017, potentially dilutive securities consisted of the following: December 31, December 31, Stock options 9,073,000 44,351,200 Warrants 136,083,627 600,000 Related party convertible debt and accrued interest 785,974,775 4,527,184 Third party convertible debt (including senior debt) 10,670,340,897 34,567,604 Contingent liability – advisory fees - 4,944,667 Total 11,601,472,299 88,990,655 | Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings (loss) of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2018, 18,505,000 options were outstanding of which 7,544,000 were exercisable, 69,578,947 warrants were outstanding of which 69,578,947 were exercisable, and related party convertible debt and accrued interest totaling $853,432 was convertible into 159,495,739 shares of common stock. Additionally, as of September 30, 2018, the outstanding principal balance, including accrued interest of the third party convertible debt, totaled $6,085,830 and was convertible into 1,661,402,806 shares of common stock. The total dilutive potential shares of 1,898,021,492 exceed the number of common shares authorized and unissued. As of September 30, 2018 and 2017, potentially dilutive securities consisted of the following: September 30, September 30, Stock options 7,544,000 44,351,200 Warrants 69,578,947 500,000 Related party convertible debt and accrued interest 159,495,739 4,781,526 Third party convertible debt (including senior debt) 1,661,402,806 21,972,557 Contingent liability – advisory fees - 3,710,796 Total 1,898,021,492 75,316,079 |
Segment Reporting | Segment Reporting The Company uses "the management approach" in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company's reportable segments. The Company's chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of December 31, 2018, the Company did not report any segment information since the Company only generated sales from its subsidiary, Howco. | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. As of September 30, 2018, the Company did not report any segment information since the Company only generates sales from its subsidiary, HowCo. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee's initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company is currently evaluating the impact of this new accounting standard on its consolidated financial position and results of operations. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. | Recent Accounting Pronouncements In May 2014, the FASB issued a new accounting standard that attempts to establish a uniform basis for recording revenue to virtually all industries financial statements, under U.S. GAAP as amended in March 2016 and April 2016. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. In order to accomplish this objective, companies must evaluate the following five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. There are three basic transition methods that are available - full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. guidance at the date of initial application and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. Prior years would not be restated and additional disclosures would be required to enable users of the financial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. guidance. For public business entities, this standard is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company adopted this standard on October 1, 2018 Early adoption is prohibited. The adoption of this new accounting standard did not have a material impact on its consolidated financial position and results of operations. In February 2016, the FASB issued a new accounting standard on leases. The new standard, among other changes, will require lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases. The lease liability will be measured at the present value of the lease payments over the lease term. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs (e.g. commissions). The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. The adoption will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest period presented. The Company is currently evaluating the impact of this new accounting standard on its consolidated financial position and results of operations. In June 2018, the FASB issued ASU 2018-07, which amends Compensation – Stock Compensation Topic 718 related to its provisions on accounting for nonemployee shares based payments. This amendment is not effective for the Company for the fiscal year ended September 30, 2018. The Company will adopt the provisions during fiscal year 2019. The Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Going Concern (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
Summary instruments at fair value using level 3 valuation | At December 31, 2018 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability — — $ 198,205 — — $ 258,296 | At September 30, 2018 At September 30, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative Liability — — $ 258,296 — — $ — |
Schedule of rollforward of the level 3 valuation financial instruments | Derivative Balance at September 30, 2018 $ 258,296 Fair Value of derivative related to assignment and restatement of note 78,471 Reduction of derivative recorded as gain on extinguishment upon conversions (78,471 ) Warrant exercise (partial) (68,232 ) Fair Value adjustment - warrants 8,734 Fair Value adjustments – convertible note (593 ) Balance at December 31, 2018 $ 198,205 | Earn-Out Liability Balance at September 30, 2016 $ 129,000 Decrease in fair value of earn-out payable (129,000 ) Balance at September 30, 2017 $ - Derivative Balance at September 30, 2017 - Initial Fair Value of derivative recorded as discount $ 85,000 Initial Fair Value of derivative recorded as expense 74,463 Reduction of derivative recorded as gain on extinguishment upon conversion (111,818 ) Reclassifications of Fair Value of Warrants from equity 261,484 Fair value adjustments for the year (50,833 ) Balance at September 30, 2018 $ 258,296 |
Schedule of potentially dilutive securities | December 31, December 31, Stock options 9,073,000 44,351,200 Warrants 136,083,627 600,000 Related party convertible debt and accrued interest 785,974,775 4,527,184 Third party convertible debt (including senior debt) 10,670,340,897 34,567,604 Contingent liability – advisory fees - 4,944,667 Total 11,601,472,299 88,990,655 | September 30, September 30, Stock options 7,544,000 44,351,200 Warrants 69,578,947 500,000 Related party convertible debt and accrued interest 159,495,739 4,781,526 Third party convertible debt (including senior debt) 1,661,402,806 21,972,557 Contingent liability – advisory fees - 3,710,796 Total 1,898,021,492 75,316,079 |
Convertible Notes Payable and_2
Convertible Notes Payable and Advisory Fee Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of senior secured credit facility note balance and convertible debt balances | December 31, September 30, Principal $ 6,206,391 $ 5,568,566 Premiums 1,495,057 1,380,175 Unamortized discounts (2,000 ) (5,000 ) 7,699,448 6,943,741 Non-current (5,696,089 ) - Current $ 2,003,359 $ 6,943,741 | September 30, September 30, Principal $ 5,568,566 $ 3,500,000 Premiums 1,380,175 617,647 Unamortized discounts (5,000 )) (338,075 ) 6,943,741 3,779,572 Non-current - - Current $ 6,943,741 3,779,572 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Receivables [Abstract] | ||
Schedule of accounts receivable | December 31, September 30, Accounts receivable $ 990,575 $ 1,615,582 Reserve for doubtful accounts - - $ 990,575 $ 1,615,582 | September 30, September 30, Accounts receivable $ 1,615,582 $ 1,169,091 Reserve for doubtful accounts - - $ 1,615,582 $ 1,169,091 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets other than goodwill | December 31, September 30, Customer list $ 1,060,000 $ 1,060,000 Less: accumulated amortization (610,964 ) (544,715 ) $ 449,036 $ 515,285 | September 30, September 30, Customer list $ 1,060,000 $ 1,060,000 Less: accumulated amortization (544,715 ) (279,719 ) $ 515,285 $ 780,281 |
Schedule of future amortization expense of the customer list | For the Years Ending September 30, 2019 $ 198,751 2020 250,285 Total $ 449,036 | For the Years Ending 2019 $ 265,000 2020 250,285 Total $ 515,285 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Equity [Abstract] | ||
Summary of the company's stock options activity | Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 44,351,200 $ 0.21 9.27 $ - $ - Forfeited (25,846,200 ) 0.20 Outstanding at September 30, 2018 18,505,000 .22 8.46 - - Outstanding at December 31, 2018 18,505,000 .22 7.18 - - Exercisable at December 31, 2018 9,073,000 $ 0.21 6.37 $ - $ - | Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Weighted- Average Grant-Date Fair Value Aggregate Intrinsic Value Outstanding at September 30, 2016 26,800,000 $ 0.20 9.80 $ - $ 19,564,000 Granted 26,051,200 0.21 - 0.15 - Forfeited (8,500,000 ) 0.20 - - Outstanding at September 30, 2017 44,351,200 $ 0.21 9.27 $ - $ 0 Forfeited (25,846,200 ) 0.20 Outstanding at September 30, 2018 18,505,000 .22 8.46 - 0 Exercisable at September 30, 2018 7,544,000 $ 0.21 7.18 $ - $ 0 |
Summary of the company's warrant activity | Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2017 500,000 $ 0.01 2.94 $ .36 $ - Granted 300,000 Anti Dilution 68,778,947 $ 0.00151 4.08 .0036 $ 185,822 Outstanding and exercisable at September 30, 2018 69,578,947 $ 0.00158 4.1 $ - $ 185,822 Exercised at October 17, 2018 (39,990,513 ) $ 0.000158 4.1 $ - $ 28,793 Anti Dilution adjustment at December 31, 2018 106,995,193 Outstanding and exercisable at December 31, 2018 136,583,627 | Number of Weighted- Weighted- Weighted- Aggregate Outstanding at September 30, 2016 500,000 $ 0.01 - 0.36 $ - Outstanding at September 30, 2017 500,000 $ 0.01 2.94 $ .36 $ - Granted 300,000 Anti Dilution 68,778,947 $ 0.00151 4.08 .0036 $ 185,822 Outstanding at September 30, 2018 69,578,947 $ 0.00158 4.1 $ - $ 185,822 Exercisable at September 30, 2018 69,578,947 $ 0.000158 4.1 $ - $ 185,822 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for (benefit from) income taxes | Year Ended Year Ended Current Federal $ - $ - State - 50 - 50 Deferred Federal - - State - - - - Total income tax provision (benefit) $ - $ 50 |
Schedule of reconciliation of the provision for income taxes at the federal statutory rate | Year Ended Year Ended U.S. Federal (tax benefit) provision at statutory rate $ (2,021,203 ) $ (2,739,427 ) State (tax benefit) income taxes, net of federal benefit (473,129 ) (624,516 ) Permanent differences 61,491 152,532 Change in Federal tax rate 2,499,867 Changes in valuation allowance (67,026 ) 3,211,461 Total $ - $ 50 |
Schedule of deferred tax assets and liabilities | September 30, September 30, Deferred Tax Assets Stock-based compensation $ 760,339 $ 1,986,087 Net operating losses 4,650,053 3,678,613 Other - - Total deferred tax assets 5,410,392 5,664,700 Valuation allowance (5,258,641 ) (5,325,667 ) Net deferred tax assets 151,751 339,033 Deferred Tax Liabilities Identifiable intangibles - HowCo Purchase (151,751 ) (339,033 ) Total deferred tax liabilities (151,751 ) (339,033 ) Net deferred tax $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of future minimum lease payments | Years ending September 30, Amount 2019 $ 60,137 2020 40,737 Total minimum non-cancelable operating lease payments $ 100,874 | Years ending September 30, Amount 2019 $ 60,137 2020 40,737 Total minimum non-cancelable operating lease payments $ 100,874 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Going Concern (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Aug. 29, 2018 | Sep. 30, 2017 |
Derivative Liability | $ 10,435 | |||
Level 1 [Member] | ||||
Derivative Liability | ||||
Level 2 [Member] | ||||
Derivative Liability | ||||
Level 3 [Member] | ||||
Derivative Liability | $ 258,296 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Going Concern (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | |||
Beginning Balance | $ 258,296 | $ 129,000 | |
Fair Value of derivative related to assignment and restatement of note | 78,471 | ||
Reduction of derivative recorded as gain on extinguishment upon conversion | (78,471) | (111,818) | |
Warrant exercise (partial) | (68,232) | ||
Fair Value adjustment - warrants | 8,734 | ||
Fair Value adjustments – convertible note | (593) | ||
Decrease in fair value of earn-out payable | (129,000) | ||
Initial Fair Value of derivative recorded as discount | 78,471 | 85,000 | |
Initial Fair Value of derivative recorded as expense | 74,463 | ||
Reclassifications of Fair Value of Warrants from equity | 261,484 | ||
Fair value adjustments for the year | (50,833) | ||
Ending Balance | $ 198,205 | $ 258,296 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Going Concern (Details 2) - shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of potentially dilutive securities | ||||
Stock options | 9,073,000 | 44,351,200 | 7,544,000 | 44,351,200 |
Warrants | 136,083,627 | 600,000 | 69,578,947 | 500,000 |
Related party convertible debt and accrued interest | 785,974,775 | 4,527,184 | 159,495,739 | 4,781,526 |
Third party convertible debt (including senior debt) | 10,670,340,897 | 34,567,604 | 1,661,402,806 | 21,972,557 |
Contingent liability - advisory fees | 4,944,667 | 3,710,796 | ||
Total | 11,601,472,299 | 88,990,655 | 1,898,021,492 | 75,316,079 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Going Concern (Details Textual) - USD ($) | Oct. 17, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Summary of Significant Accounting Policies and Going Concern (Textual) | ||||||||
Net loss | $ (1,065,542) | $ (1,300,573) | $ (5,774,867) | $ (7,826,933) | ||||
Cash in operations | (376,753) | (489,002) | (794,369) | (478,769) | ||||
Working capital deficit | 12,107,117 | |||||||
Stockholders' deficit | 9,157,344 | |||||||
Accumulated deficit | $ (20,696,834) | $ (19,631,292) | (13,856,425) | |||||
Capitalization cost for single unit | 2,000 | 2,000 | ||||||
Property and equipment, depreciates | 3 years | 3 years | ||||||
Amortized of goodwill and intangible assets life | 4 years | 4 years | ||||||
Shipping and handling costs included freight-out | $ 101,139 | $ 173,662 | ||||||
Options outstanding | 18,505,000 | 44,351,200 | 26,800,000 | |||||
Exercisable | 9,073,000 | 7,544,000 | ||||||
Warrants outstanding | 136,083,627 | 69,578,947 | ||||||
Exercisable | 136,083,627 | 69,578,947 | ||||||
Convertible debt, amount | $ 7,500 | |||||||
Convertible debt, shares | 460,200 | 460,200 | ||||||
Depreciation expense | $ 2,065 | 0 | $ 9,659 | |||||
Common Stock [Member] | ||||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | ||||||||
Net loss | ||||||||
Additional Paid-In Capital | ||||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | ||||||||
Net loss | ||||||||
Retained Earnings / Accumulated Deficit | ||||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | ||||||||
Net loss | (1,065,542) | $ (1,300,573) | (5,774,867) | $ (7,826,933) | ||||
Convertible Debt [Member] | ||||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | ||||||||
Convertible debt, amount | 872,432 | $ 853,432 | ||||||
Convertible Debt [Member] | Common Stock [Member] | ||||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | ||||||||
Convertible debt, amount | $ 6,195,802 | |||||||
Convertible debt, shares | 10,670,340,897 | 159,495,739 | ||||||
Total dilutive potential shares | 11,601,472,299 | |||||||
Number of shares converted | 425,147,386 | |||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||
Summary of Significant Accounting Policies and Going Concern (Textual) | ||||||||
Convertible debt, amount | $ 6,195,802 | $ 6,085,830 | ||||||
Convertible debt, shares | 1,661,402,806 | |||||||
Total dilutive potential shares | 1,898,021,492 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Receivables [Abstract] | |||
Accounts receivable | $ 990,575 | $ 1,615,582 | $ 1,169,091 |
Reserve for doubtful accounts | |||
Accounts receivable, net | $ 990,575 | $ 1,615,582 | $ 1,169,091 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Inventory (Textual) | |||
Finished goods value | $ 307,158 | $ 533,106 | $ 681,057 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Customer list | $ 1,060,000 | $ 1,060,000 | $ 1,060,000 |
Less: accumulated amortization | (610,964) | (544,715) | (279,719) |
Finite-lived intangible assets, net | $ 449,036 | $ 515,285 | $ 780,281 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details 1) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2,019 | $ 265,000 | ||
2,020 | 250,285 | ||
Total | $ 449,036 | $ 515,285 | $ 780,281 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill and Intangible Assets (Textual) | ||||
Carrying amount of goodwill | $ 2,410,335 | $ 2,410,335 | $ 2,410,335 | |
Carrying amount of tradename | 760,000 | $ 760,000 | 760,000 | |
Customer list is being amortized period | 48 months | |||
Amortization expense | $ 66,249 | $ 66,249 | $ 274,655 | $ 264,997 |
Line of Credit - Bank (Details)
Line of Credit - Bank (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2017 | |
Line of Credit Bank (Textual) | |||
Balance of the line of credit | $ 45,915 | $ 45,915 | $ 48,506 |
Revolving Credit Facility [Member] | |||
Line of Credit Bank (Textual) | |||
Principal amount | $ 50,000 | ||
Line bears interest, description | The line bears interest at a fluctuating rate equal to the prime rate plus 4.25%. | ||
Debt instrument, interest rate, effective percentage | 9.25% | 8.50% | |
Balance of the line of credit | $ 45,915 | ||
Line of credit facility, available | $ 4,085 |
Settlements Payable (Details)
Settlements Payable (Details) - USD ($) | Dec. 20, 2018 | Dec. 18, 2018 | Dec. 01, 2018 | Nov. 13, 2018 | Nov. 13, 2018 | Nov. 01, 2018 | Oct. 18, 2018 | Oct. 17, 2018 | Oct. 03, 2018 | Dec. 20, 2018 | Nov. 27, 2018 | Nov. 27, 2018 | Nov. 18, 2018 | Jul. 20, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 15, 2019 | Sep. 30, 2018 | Sep. 30, 2017 |
Settlements Payable (Textual) | ||||||||||||||||||||
Initial payment amount | $ 12,706 | |||||||||||||||||||
Monthly payments amount | $ 62,500 | 6,500 | ||||||||||||||||||
Final payment on January 27, 2020 | 3,850 | |||||||||||||||||||
Payments for settlements | $ 101,350 | |||||||||||||||||||
Amount outstanding | $ 494,284 | $ 494,284 | $ 161,255 | |||||||||||||||||
Settle amount to vendor | $ 161,700 | $ 161,700 | ||||||||||||||||||
Convertible note amount | $ 6,000 | $ 12,500 | $ 90,000 | $ 90,000 | $ 12,500 | $ 6,000 | $ 12,500 | $ 6,000 | ||||||||||||
Debt conversion, description | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | ||||||||||
Gain on extinguishment of debt | $ 71,700 | 71,700 | (14,057) | $ 151,978 | ||||||||||||||||
Payments to plaintiff | $ 200,000 | $ 200,000 | $ 600,000 | $ 600,000 | $ 33,333 | |||||||||||||||
Employer payroll taxes taxes | $ 412,435 | $ 412,435 | ||||||||||||||||||
HowCo [Member] | ||||||||||||||||||||
Settlements Payable (Textual) | ||||||||||||||||||||
Charges amount | $ 620,803 | |||||||||||||||||||
Monthly payments amount | $ 70,000 | |||||||||||||||||||
Amount outstanding | $ 59,905 | |||||||||||||||||||
American Express [Member] | ||||||||||||||||||||
Settlements Payable (Textual) | ||||||||||||||||||||
Charges amount | $ 127,056 |
Note Payable - Seller (Details)
Note Payable - Seller (Details) - USD ($) | 1 Months Ended | ||||||||||||
Nov. 13, 2018 | Oct. 30, 2018 | Aug. 29, 2018 | Sep. 30, 2016 | Dec. 31, 2018 | Dec. 18, 2018 | Nov. 18, 2018 | Oct. 18, 2018 | Oct. 17, 2018 | Sep. 30, 2018 | Sep. 18, 2018 | Sep. 04, 2018 | Sep. 30, 2017 | |
Disclosure Of Notes Payable By Seller [Line Items] | |||||||||||||
Issued a note payable | $ 62,500 | $ 5,568,566 | |||||||||||
Note bears interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||
Maturity date of note | Jun. 30, 2019 | Dec. 15, 2020 | Feb. 28, 2018 | ||||||||||
HowCo [Member] | |||||||||||||
Disclosure Of Notes Payable By Seller [Line Items] | |||||||||||||
Issued a note payable | $ 900,000 | ||||||||||||
Note bears interest rate | 5.50% | ||||||||||||
Maturity date of note | Sep. 9, 2017 | ||||||||||||
Default interest rate | 8.00% | ||||||||||||
Accrued interest | $ 144,027 | $ 125,682 | $ 53,682 |
Convertible Notes Payable - R_2
Convertible Notes Payable - Related Parties (Details) - USD ($) | Dec. 20, 2018 | Dec. 20, 2018 | Nov. 13, 2018 | Oct. 30, 2018 | Aug. 29, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Convertible Notes Payable - Related Parties (Textual) | |||||||||
Convertible note payable related party affiliate | $ 688,444 | ||||||||
Convertible note payable related party officer | $ 27,670 | 122,000 | |||||||
Promissory note | $ 68,232 | $ 12,508 | |||||||
Note bears interset | 12.00% | ||||||||
Note maturity term | 6 months | ||||||||
Note maturity date | Jun. 30, 2019 | Dec. 15, 2020 | Feb. 28, 2018 | ||||||
Chief Executive Officer [Member] | |||||||||
Convertible Notes Payable - Related Parties (Textual) | |||||||||
Accrued interest | $ 1,135 | ||||||||
Promissory note | $ 400,000 | $ 400,000 | |||||||
Note bears interset | 12.00% | 12.00% | |||||||
Note maturity term | 5 years | 5 years | |||||||
Note maturity date | Dec. 20, 2023 | Jan. 7, 2024 | |||||||
Payment of interest and principal | $ 5,000 | $ 5,000 | |||||||
Convertible Notes Payable [Member] | |||||||||
Convertible Notes Payable - Related Parties (Textual) | |||||||||
Convertible note payable | $ 840,000 | $ 840,000 | |||||||
Convertible note payable, description | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | |||||||
Convertible note payable related party affiliate | $ 688,444 | $ 688,444 | 688,444 | ||||||
Accrued interest | $ 138,115 | 125,968 | $ 125,968 | 77,776 | |||||
Convertible Notes Payable One [Member] | |||||||||
Convertible Notes Payable - Related Parties (Textual) | |||||||||
Convertible note payable, description | Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017, the due date of Note 2 was extended to July 2, 2018. | Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019. | |||||||
Convertible note payable related party officer | $ 46,670 | $ 27,670 | $ 27,670 | 122,000 | |||||
Accrued interest | 11,845 | 11,350 | $ 10,707 | ||||||
Borrowed amount | $ 19,000 | 670 | |||||||
Repaid of borrowed amount | $ 95,000 |
Convertible Notes Payable and_3
Convertible Notes Payable and Advisory Fee Liabilities (Details) - USD ($) | Dec. 31, 2018 | Oct. 17, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 13, 2016 |
Schedule of senior secured credit facility note balance and convertible debt balances | |||||
Principal | $ 62,500 | $ 5,568,566 | |||
Premiums | $ 62,500 | 1,380,175 | |||
Unamortized discounts | (5,000) | ||||
Senior Secured Credit Facility [Member] | |||||
Schedule of senior secured credit facility note balance and convertible debt balances | |||||
Principal | $ 6,206,391 | 5,568,566 | $ 3,500,000 | $ 3,500,000 | |
Premiums | 1,495,057 | 1,380,175 | 617,647 | ||
Unamortized discounts | (2,000) | (5,000) | (338,075) | ||
Convertible note payable | 7,699,448 | 6,943,741 | 3,779,572 | ||
Non-current | (5,696,089) | ||||
Current | $ 2,003,359 | $ 6,943,741 | $ 3,779,572 |
Convertible Notes Payable and_4
Convertible Notes Payable and Advisory Fee Liabilities (Details Textual) - USD ($) | Dec. 18, 2018 | Dec. 01, 2018 | Nov. 13, 2018 | Nov. 13, 2018 | Nov. 01, 2018 | Oct. 20, 2018 | Oct. 18, 2018 | Oct. 17, 2018 | Oct. 03, 2018 | Jun. 19, 2018 | Mar. 13, 2018 | Mar. 07, 2018 | Jan. 09, 2018 | Jan. 03, 2018 | Dec. 13, 2017 | Dec. 07, 2017 | Nov. 15, 2017 | Nov. 09, 2017 | Nov. 09, 2017 | Oct. 05, 2017 | Sep. 13, 2016 | Nov. 18, 2018 | Aug. 29, 2018 | Jul. 20, 2018 | Apr. 20, 2018 | Jan. 31, 2018 | Jan. 30, 2018 | Nov. 28, 2017 | Nov. 28, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 02, 2018 | Nov. 02, 2018 | Oct. 02, 2018 | Sep. 18, 2018 | Sep. 04, 2018 | Sep. 02, 2018 | Aug. 01, 2018 | Jul. 02, 2018 | Jun. 01, 2018 | Oct. 19, 2017 | Sep. 01, 2017 | Mar. 28, 2017 | Sep. 30, 2016 |
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve shares of common stock | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Advisory fee | $ 850,000 | $ 850,000 | $ 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Payment of interest | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of monthly principal and interest | 62,500 | $ 6,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued liabilities, current | $ 965,584 | $ 965,584 | 2,046,149 | 2,046,149 | 1,015,880 | |||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 65,500 | $ 214,422 | 773,741 | 737,640 | ||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock | 68,232 | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock, amount | 18,162,608 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 62,500 | 5,568,566 | 5,568,566 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 62,500 | 1,380,175 | 1,380,175 | |||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | 377,000 | $ 640,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | ||||||||||||||||||||||||||||||||||||||||
Payment of issue costs | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock commitment fee | 335,938 | 335,938 | ||||||||||||||||||||||||||||||||||||||||||||||||
Contingent shares issued | 4,944,667 | 3,710,796 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. | |||||||||||||||||||||||||||||||||||||||||||||||||
Credit liability to capital | $ 18,604 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ (465,052) | $ (720,076) | $ 3,534,083 | $ 2,241,857 | ||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 71,700 | $ (14,057) | 71,700 | 151,978 | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock, shares | 35,420,168 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock | $ 3,542 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loans [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Additional advisory fees | $ 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Advisory fee | $ 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock, shares | 539,204 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock | $ 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum borrowing amount | $ 6,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Convertible Note bears interest at a rate of 18% per annum, required monthly payments of $52,500 which is interest only starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate at period end | 25.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Additional advisory fees | $ 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Reserve shares of common stock | 7,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payments of interest, line of credit facility | $ 52,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Advisory fee | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion option as stock settled debt | $ 617,647 | |||||||||||||||||||||||||||||||||||||||||||||||||
Increase in interest rate, percentage | 25.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of interest | 279,940 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of monthly principal and interest | $ 298,341 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,500,000 | 6,206,391 | 6,206,391 | 5,568,566 | 5,568,566 | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 1,495,057 | $ 1,495,057 | 1,380,175 | 1,380,175 | $ 617,647 | |||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | (i) the Conversion Amount (the numerator); divided by (ii) 85% of the lowest of the daily volume weighted average price of the Company's common stock during the five business days immediately prior to the conversion date, which price shall be indicated in the conversion notice (the denominator) (the "Conversion Price"). | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion rate | 85.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Remaining borrowing amount | 4,085 | 4,085 | ||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 7,250 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 53,000 | 105,000 | $ 28,538 | $ 28,538 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 71,538 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | $ 95,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | A conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen trading day period ending on the latest complete trading day prior to the date of conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). In addition, if the Company issues any shares of its common stock at less than the conversion price, Labrys is entitled to full ratchet anti-dilution in such event. No shares of Drone USA common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). Initially, the Company must instruct its transfer agent to reserve 8,535,980 shares of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $57,885 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | No shares of the Company's common stock can be issued to the extent Auctus would own more than 4.99% of the outstanding shares of the Company's common stock unless Auctus agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved ten times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. Auctus assessed a default penalty of $15,000 which along with $15,000 of additional debt premium was recorded on August 20, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||
Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Maturity Date is extended to January 13, 2019 (the "Extended Maturity Date") for replacement Note B, while the Note A maturity date remained at March 13, 2018 but was due as of March 2017 due to the principal and interest payment default discussed above. Notwithstanding anything contained in this Agreement to the contrary, all Obligations owing by the Company and all other Credit Parties under the Credit Agreement, First Replacement Note B, and all other Loan Documents shall be paid in full by the Extended Maturity Date as follows: $52,500 per month from January 13, 2018 to December 13, 2018 and the remaining principal and accrued interest on January 13, 2019. Interest payments made since the amendment have totaled $168,440 and are therefore not in accord with that amendment. However TCA has received payments under the 3(a)(10) settlement (below) totaling $308,100 during the year ended September 30, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Advisory fee | $ 2,050,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion option as stock settled debt | 3,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 238,642 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Investments received | $ 5,788,642 | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | Additionally, on the effective date, the amount due of $5,788,642 was split and apportioned into 2 separate and distinct replacement notes ("Replacement Note A" and "Replacement Note B"). Replacement Note A shall have a principal amount of $1,000,000 and Replacement Note B shall have a principal balance of $4,788,642, both of which shall be and remained secured by the original security agreements, the pledge agreements, the guarantee agreement and other applicable loan documents and both shall bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642. The interest rate was amended to 12% effective June 12, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | (i) the Conversion Amount (the numerator); divided by (ii) 85% of the lowest of the daily volume weighted average price of the Company's common stock during the five business days immediately prior to the conversion date, which price shall be indicated in the conversion notice (the denominator) (the "Conversion Price"). | |||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Investments received | 75,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 67,030 | 67,030 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 6,151 | 6,151 | ||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management Llc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The placement agent services amounted to $15,000 payable in the form of a convertible note which was assigned by Livingston (the "Scottsdale Note"). The Scottsdale Note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. | The placement agent services amounted to $15,000 payable in the form of a convertible note which was assigned by Livingston (the "Scottsdale Note"). The Scottsdale Note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock, shares | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | ||||||||||||||||||||||||||||||||||||||||||
Debt premium | 21,428 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | The Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000 with $1,659 of accrued interest at December 31, 2018. | (i) a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston that matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion, (ii) a convertible note subject to these same terms as the convertible note issued to Livingston payable to Scottsdale Capital Advisors in the principal amount of $15,000 as a placement agent fee and (iii) the right of Livingston to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory notes as stock settled debt under ASC 480 and recorded a debt premium of $27,857 with a charge to interest expense. | The Company executed a Liability Purchase Term Sheet with Livingston Asset Management ("Livingston") under which Livingston agreed to purchase up to $10,000,000 that the Company owes to its creditors through direct purchase of the debts from the Company's creditors in return for a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston. The note matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion. Livingston has the right to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $21,428 with a charge to interest expense. The note and accrued interest were fully converted as of September 30, 2018 for 18,162,608 common shares. Debt premium of $21,428 was charged to additional paid in capital. | |||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ (6,429) | |||||||||||||||||||||||||||||||||||||||||||||||||
Settlement agreement, description | The Company will issue free trading shares of its common stock under section 3(a)(10) of the Securities Act to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our outstanding shares per tranche. The parties reasonably estimate that the fair market value of the Settlement Shares to be received by Livingston is equal to approximately $1,666,667 which is based on a discount of 40%. | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities shares issued | 101,624,000 | 101,624,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds of additional paid-in capital | $ 45,320 | $ 308,100 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium credited to additional paid in capital | 30,618 | 204,989 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium in convertible notes payable | $ 646,580 | $ 691,100 | ||||||||||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock, shares | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The issuance settled the amounts due for June 21, 2018 through October 20, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||
Auctus Fund Llc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | In addition, if the Company issues any shares of its common stock at less than the conversion price, Auctus is entitled to full ratchet anti-dilution in such event. No shares of the Company's common stock can be issued to the extent Auctus would own more than 4.99% of the outstanding shares of the Company's common stock unless Auctus agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved ten times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Convertible Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company's common stock during the 5 business days immediately prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of interest | $ 6,195,802 | $ 6,085,830 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Power Up Lending Group Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of July 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of Drone USA's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 53,846 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fees and expenses | 21,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Investments received | 78,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 53,846 | |||||||||||||||||||||||||||||||||||||||||||||||||
Others Convertible Debt [Member] | Ema Financial [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve shares of common stock | 6,802,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 79,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | 3,650 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 20,200 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 24.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent EMA Financial would own more than 4.99% of the outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated November 21, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | A conversion price which is the lower of (i) the closing sales price of the Company's common stock on the trading day immediately preceding the date of funding and (ii) a 35% discount to (a) the lowest sales price of the shares of the Company's common stock within a 20 day trading period including and immediately preceding the conversion date or (b) the lowest bid price on the conversion date, whichever is lower, and the conversion shares contain piggy-back registration rights. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.095 in which case the conversion rate is a 50% discount under the terms set forth above. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest if paid within 90 days after the issue date and 150% thereafter. | |||||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 2,394,444 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issued of stock, shares | 335,938 | |||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 10,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | 105,000 | $ 122,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | $ 37,970 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.35 | $ 0.35 | ||||||||||||||||||||||||||||||||||||||||||||||||
Payment of dividend face value | $ 0.35 | $ 0.35 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 19,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price, description | The conversion rate for any conversion of unpaid principal and interest under the Notes is at a 35% discount to the lowest market price of the shares of the Company's common stock within a 20 day trading period prior to the date of conversion to which an additional 10% discount will be added if the conversion price of the Company's common stock is less than $0.05 per share and no shares of the Company's common stock can be issued to the extent Crown Bridge would own more than 4.99% of the outstanding shares of the Company's common stock and the conversion shares contain piggy-back registration rights. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | The Note is subject to customary default provisions including an event of default if the bid price of the Company's common stock is less than its par value of $.0001 per share. | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants maturity term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated October 25, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | Labrys Fund LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve shares of common stock | 6,198,049 | 6,198,049 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 107,500 | $ 107,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | $ 73,233 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 24.00% | 24.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated November 20, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of issue costs | $ 23,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock commitment fee | 335,938 | 335,938 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument penalty | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 57,885 | $ 57,885 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | A conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion. The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of interest | 872,432 | 853,432 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of interest | $ 6,195,802 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Morningview Financial, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 82,500 | 55,529 | 55,529 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 44,423 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company's Trading Price as that term is defined in the Note is less than $.0001 or if a money judgment, writ or similar process shall be entered or filed against the Company or any of its subsidiaries for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of 20 days unless otherwise consented to by the holder of the Note. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent Morningview Financial would own more than 4.99% of the outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | A conversion rate for any unpaid principal and interest and a conversion price which is a 35% discount to the lowest sales price of the shares of the Company's common stock within a 20-day trading period including and immediately preceding the conversion date. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.05 in which case the conversion rate is a 45% discount under the terms set forth above. | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest | |||||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 16,692 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 17,500 | $ 17,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017, the due date of Note 2 was extended to July 2, 2018. | Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019. |
Convertible Notes Payable and_5
Convertible Notes Payable and Advisory Fee Liabilities (Details Textual 1) - USD ($) | Dec. 18, 2018 | Dec. 01, 2018 | Nov. 13, 2018 | Nov. 13, 2018 | Nov. 01, 2018 | Oct. 20, 2018 | Oct. 18, 2018 | Oct. 17, 2018 | Oct. 03, 2018 | Mar. 07, 2018 | Mar. 05, 2018 | Jan. 09, 2018 | Jan. 03, 2018 | Dec. 13, 2017 | Dec. 07, 2017 | Nov. 15, 2017 | Nov. 09, 2017 | Oct. 05, 2017 | Nov. 18, 2018 | Nov. 13, 2018 | Oct. 30, 2018 | Sep. 19, 2018 | Aug. 29, 2018 | Aug. 29, 2018 | Jul. 26, 2018 | Jul. 25, 2018 | Apr. 20, 2018 | Feb. 07, 2018 | Jan. 31, 2018 | Nov. 28, 2017 | Oct. 19, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 02, 2018 | Nov. 02, 2018 | Oct. 02, 2018 | Sep. 18, 2018 | Sep. 04, 2018 | Sep. 02, 2018 | Aug. 01, 2018 | Jul. 13, 2018 | Jul. 02, 2018 | Jun. 01, 2018 | Feb. 08, 2018 | Jan. 30, 2018 | Sep. 01, 2017 | Jun. 30, 2017 |
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve shares of common stock | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 65,500 | $ 214,422 | $ 773,741 | $ 737,640 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | $ 5,568,566 | 5,568,566 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | $ 377,000 | $ 640,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 30, 2019 | Dec. 15, 2020 | Feb. 28, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | ||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | a) 70% of the share price on the date of the note; or b) 50% of the lowest bid price during the 30 trading days preceding the date of the notice of conversion. In connection with the issuance of this Note, the Company determined that the terms of the Note contain a conversion formula that caused variations in the conversion price resulting in the treatment of the conversion option as a bifurcated derivative to be accounted for at fair value. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Recorded derivative expense | $ 19,680 | $ 37,693 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 62,500 | 1,380,175 | 1,380,175 | |||||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 71,700 | $ (14,057) | $ 71,700 | 151,978 | ||||||||||||||||||||||||||||||||||||||||||||||||
Default penalties | $ 50,000 | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 6,000 | $ 6,000 | $ 6,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 10,435 | 10,435 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative expense | $ 4,035 | $ 4,035 | 961 | 961 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative fair value | 9,474 | 9,474 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount charged to interest expense | 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | 1,666,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of the Company's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of Drone USA common stock. The Note is subject to customary default provisions, including a cross default provision. The Company is required to have authorized for issuance six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not in effect) and based on the applicable conversion price of the Note in effect from time to time, initially to be 13,046,154 shares of common stock. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $28,538 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 27,857 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, amount | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of outstanding shares per tranche | 9.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Liability purchase term, description | the Company executed a Liability Purchase Term Sheet with Livingston Asset Management ("Livingston") under which Livingston agreed to purchase up to $10,000,000 that the Company owes to its creditors through direct purchase of the debts from the Company's creditors in return for (i) a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston that matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion, (ii) a convertible note subject to these same terms as the convertible note issued to Livingston payable to Scottsdale Capital Advisors in the principal amount of $15,000 as a placement agent fee and (iii) the right of Livingston to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory notes as stock settled debt under ASC 480 and recorded a debt premium of $27,857 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||
World Market Ventures LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 1,020 | 1,020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 61,481 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | 1,020 | 1,020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 62,500 | $ 62,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 1,095 | |||||||||||||||||||||||||||||||||||||||||||||||||||
GHS Investments LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 49,267 | 49,267 | $ 49,267 | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 7,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 53,000 | 105,000 | 28,538 | 28,538 | ||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | $ 95,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | A conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen trading day period ending on the latest complete trading day prior to the date of conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). In addition, if the Company issues any shares of its common stock at less than the conversion price, Labrys is entitled to full ratchet anti-dilution in such event. No shares of Drone USA common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). Initially, the Company must instruct its transfer agent to reserve 8,535,980 shares of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $57,885 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | No shares of the Company's common stock can be issued to the extent Auctus would own more than 4.99% of the outstanding shares of the Company's common stock unless Auctus agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved ten times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. Auctus assessed a default penalty of $15,000 which along with $15,000 of additional debt premium was recorded on August 20, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Annual interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 71,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Agreement, description | The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of the Company's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of Drone USA common stock. The Note is subject to customary default provisions, including a cross default provision. The Company is required to have authorized for issuance six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not in effect) and based on the applicable conversion price of the Note in effect from time to time, initially to be 13,046,154 shares of common stock. | The Company received $42,000, net of $11,000 in fees and expenses which were recorded as a debt discount and amortized to interest expense over the Note term, in return for issuing a convertible promissory note (the "Note") in the principal amount of $53,000. Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of October 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of the Company's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of Drone USA common stock. The Note is subject to customary default provisions, including a cross default provision. The Company is required to have authorized for issuance six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not in effect) and based on the applicable conversion price of the Note in effect from time to time, initially to be 3,462,355 shares of common stock. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $28,538 with a charge to interest expense. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement, description | The Company entered into a Securities Purchase Agreement with Power Up under which the Company received $42,000, net of $11,000 in fees and expenses to be recorded as a debt discount and amortized to interest expense over the Note term, in return for issuing a convertible promissory note (the "Note") in the principal amount of $53,000. Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of December 15, 2018. | The Company received a payment of $84,000, net of $23,500 in fees and expenses which was recorded as a debt discount and amortized to interest expense over the Note term under the terms of a Securities Purchase Agreement dated November 20, 2017, with Labrys under which the Company issued to Labrys (i) a convertible note (the "Note") in the principal amount of $107,500 that bears interest of 10% per annum and (ii) 421,238 shares of the Company's common stock as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of December 26, 2017. Pursuant to ASC 260, as of January 9, 2018, the 421,238 contingent shares issued under the Financial Consulting Agreement are not considered outstanding and are not included in basic net loss per share or as potentially dilutive shares in calculating the diluted EPS. The Note has a maturity date of nine months or September 26, 2018, and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen trading day period ending on the latest complete trading day prior to the date of conversion. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,546 | $ 1,546 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium charge to interest expense | $ 28,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | Additionally, on the effective date, the amount due of $5,788,642 was split and apportioned into 2 separate and distinct replacement notes ("Replacement Note A" and "Replacement Note B"). Replacement Note A shall have a principal amount of $1,000,000 and Replacement Note B shall have a principal balance of $4,788,642, both of which shall be and remained secured by the original security agreements, the pledge agreements, the guarantee agreement and other applicable loan documents and both shall bear interest at 18% per annum. The default was not waived by this settlement agreement. The Company originally recorded a premium on stock settled debt of $617,647 on the $3,500,000, and subsequent to the settlement agreement recorded an additional premium on stock settled debt of $403,878 on the additional $2,288,642. The interest rate was amended to 12% effective June 12, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | (i) the Conversion Amount (the numerator); divided by (ii) 85% of the lowest of the daily volume weighted average price of the Company's common stock during the five business days immediately prior to the conversion date, which price shall be indicated in the conversion notice (the denominator) (the "Conversion Price"). | |||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management Llc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | The Company entered into a placement agent and advisory agreement with Scottsdale Capital Advisors in connection with the Livingston liability purchase term sheet executed on November 15, 2017. The placement agent services fee amounted to $15,000 payable to Scottsdale Capital Advisors in the form of a convertible note. The note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $6,429 with a charge to interest expense. The note has not been converted and the principal balance is $15,000 with $1,659 of accrued interest at December 31, 2018. | (i) a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston that matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion, (ii) a convertible note subject to these same terms as the convertible note issued to Livingston payable to Scottsdale Capital Advisors in the principal amount of $15,000 as a placement agent fee and (iii) the right of Livingston to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory notes as stock settled debt under ASC 480 and recorded a debt premium of $27,857 with a charge to interest expense. | The Company executed a Liability Purchase Term Sheet with Livingston Asset Management ("Livingston") under which Livingston agreed to purchase up to $10,000,000 that the Company owes to its creditors through direct purchase of the debts from the Company's creditors in return for a convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain legal fees and other expenses of Livingston. The note matures in six months and is convertible into shares of our common stock at a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion. Livingston has the right to retain 30% of any negotiated reduction off the face amount of the liability the Company owes to such creditors. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $21,428 with a charge to interest expense. The note and accrued interest were fully converted as of September 30, 2018 for 18,162,608 common shares. Debt premium of $21,428 was charged to additional paid in capital. | |||||||||||||||||||||||||||||||||||||||||||||||||
Annual interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 21,428 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 67,030 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 6,151 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys Fund LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, description | The Company amended the terms to the Note whereby Labrys waives all existing events of default on the Note and in return will no longer be required, under any circumstances, to return the commitment shares back to the Company's treasury. The Company was under default for failing to maintain a market capitalization of at least $5,000,000 on any trading day. The 421,238 commitment shares were considered issued in February 2018 at a price of $0.09 per share based on the then market close price for a total value of $37,911 which was recorded as interest and financing costs. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Auctus Fund Llc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 105,000 | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | In addition, if the Company issues any shares of its common stock at less than the conversion price, Auctus is entitled to full ratchet anti-dilution in such event. No shares of the Company's common stock can be issued to the extent Auctus would own more than 4.99% of the outstanding shares of the Company's common stock unless Auctus agrees to increase the ownership to 9.99%. The Company is required at all times to have authorized and reserved ten times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). The Company is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement, description | The Company received a payment of $95,000, net of $2,750 for legal fees and $7,250 for due diligence to be recorded as a debt discount and amortized to interest expense over the Note term under the terms of a Securities Purchase Agreement dated January 31, 2018, with Auctus Fund, LLC ("Auctus") under which the Company issued to Auctus a convertible note (the "Note") in the principal amount of $105,000 that bears interest of 10% per annum. The Note has a maturity date of nine months or October 26, 2018, and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen trading day period ending on the latest complete trading day prior to the date of conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,315 | $ 4,315 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The issuance settled the amounts due for June 21, 2018 through October 20, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 16,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Power Up Lending Group Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | 53,846 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 53,846 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Others Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term purchase commitment, description | The 335,938 commitment shares were considered issued in February 2018 which was recorded as interest and financing costs at the then market close price of $0.09 per share for a value of $30,234. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Market capitalization | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Others Convertible Debt [Member] | Ema Financial [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve shares of common stock | 6,802,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 79,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | 3,650 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 20,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 24.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent EMA Financial would own more than 4.99% of the outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated November 21, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | A conversion price which is the lower of (i) the closing sales price of the Company's common stock on the trading day immediately preceding the date of funding and (ii) a 35% discount to (a) the lowest sales price of the shares of the Company's common stock within a 20 day trading period including and immediately preceding the conversion date or (b) the lowest bid price on the conversion date, whichever is lower, and the conversion shares contain piggy-back registration rights. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.095 in which case the conversion rate is a 50% discount under the terms set forth above. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest if paid within 90 days after the issue date and 150% thereafter. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion option derivative liabilities | $ 149,028 | $ 70,028 | $ 70,028 | |||||||||||||||||||||||||||||||||||||||||||||||||
Annual interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 5,800 | $ 3,650 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | 2,394,444 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | Ema Financial [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,546 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | Crown Bridge Partners, LLc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 10,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 105,000 | $ 122,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | 37,970 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 19,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated October 25, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | The Note is subject to customary default provisions including an event of default if the bid price of the Company's common stock is less than its par value of $.0001 per share. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,372 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | Labrys Fund LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve shares of common stock | 6,198,049 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 107,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | $ 73,233 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 24.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement term, description | The terms of a Securities Purchase Agreement dated November 20, 2017. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | A conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion. The conversion rate is further reduced if the Company enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if the Company loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,841 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Morningview Financial, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 7,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 82,500 | $ 55,529 | 55,529 | |||||||||||||||||||||||||||||||||||||||||||||||||
Payment of convertible debt | 31,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount maturity term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument fixed interest rate, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | No shares of the Company's common stock can be issued to the extent Morningview Financial would own more than 4.99% of the outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion rate, description | A conversion rate for any unpaid principal and interest and a conversion price which is a 35% discount to the lowest sales price of the shares of the Company's common stock within a 20-day trading period including and immediately preceding the conversion date. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.05 in which case the conversion rate is a 45% discount under the terms set forth above. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument redemption, description | The Company is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt default common stock par value, description | The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Company's Trading Price as that term is defined in the Note is less than $.0001 or if a money judgment, writ or similar process shall be entered or filed against the Company or any of its subsidiaries for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of 20 days unless otherwise consented to by the holder of the Note. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt default, short-term debt, increase percentage | The amount immediately due shall be increased to 150% or 200% of the outstanding principal and interest due depending upon the default provisions, plus default interest. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt premium | $ 44,423 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on debt extinguishment | $ 16,692 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 5,529 | 5,529 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable and Advisory Fee Liabilities (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 17,500 | $ 17,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Apr. 20, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate, percentage | 18.00% |
Note Payable (Details)
Note Payable (Details) - USD ($) | Oct. 20, 2018 | Oct. 17, 2018 | Sep. 04, 2018 | Sep. 04, 2018 | Dec. 31, 2018 | Nov. 13, 2018 | Oct. 30, 2018 | Oct. 17, 2018 | Sep. 19, 2018 | Aug. 29, 2018 | Apr. 20, 2018 | Oct. 19, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Oct. 23, 2019 | Dec. 18, 2018 | Dec. 05, 2018 | Nov. 27, 2018 | Nov. 18, 2018 | Oct. 23, 2018 | Oct. 18, 2018 | Sep. 18, 2018 | Jun. 08, 2018 | Jun. 07, 2018 | Jun. 06, 2018 | May 29, 2018 | May 17, 2018 | May 08, 2018 | May 01, 2018 | Apr. 30, 2018 | Apr. 11, 2018 |
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Net proceeds from note payable | $ 400,000 | $ 232,500 | $ 232,500 | |||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | $ 62,500 | $ 5,568,566 | 5,568,566 | ||||||||||||||||||||||||||||||
Bears interest rate | 12.00% | |||||||||||||||||||||||||||||||||
Default rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2019 | Dec. 15, 2020 | Feb. 28, 2018 | |||||||||||||||||||||||||||||||
Amortization of debt discounts | 65,500 | $ 214,422 | 773,741 | 737,640 | ||||||||||||||||||||||||||||||
Note payable | 125,000 | 125,000 | ||||||||||||||||||||||||||||||||
Discount | 5,000 | 5,000 | ||||||||||||||||||||||||||||||||
Interest | $ 7,500 | |||||||||||||||||||||||||||||||||
Conversion price | $ 0.0062 | $ 0.0062 | $ 0.0062 | $ 0.00991 | $ 0.0139 | $ 0.02212 | $ 0.02283 | $ 0.02212 | $ 0.0423 | |||||||||||||||||||||||||
Derivative liabilities | $ 10,435 | |||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||
Default rate | 18.00% | |||||||||||||||||||||||||||||||||
Maturity date | Apr. 20, 2018 | |||||||||||||||||||||||||||||||||
Amortization of debt discounts | 17,500 | 17,500 | ||||||||||||||||||||||||||||||||
Financing expense | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Interest | 872,432 | 853,432 | ||||||||||||||||||||||||||||||||
CommonStock [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Interest | 6,195,802 | 6,085,830 | ||||||||||||||||||||||||||||||||
CommonStock [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Interest | 6,195,802 | |||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Net of fees and expenses | $ 2,290 | |||||||||||||||||||||||||||||||||
Convertion fees | $ 1,095 | |||||||||||||||||||||||||||||||||
Interest | 6,781 | |||||||||||||||||||||||||||||||||
conversion of all principle and interest into common shares | 35,187,910 | |||||||||||||||||||||||||||||||||
Conversion price | $ 0.002 | |||||||||||||||||||||||||||||||||
Trillium Partners LP [Member] | Additional Paid-In Capital | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 62,500 | |||||||||||||||||||||||||||||||||
World Market Ventures LLC [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Principal amount | $ 61,481 | 61,481 | $ 1,020 | $ 1,020 | ||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 1,020 | |||||||||||||||||||||||||||||||||
Interest | 6,657 | |||||||||||||||||||||||||||||||||
conversion of all principle and interest into common shares | 34,500,000 | |||||||||||||||||||||||||||||||||
Conversion price | $ 0.001975 | |||||||||||||||||||||||||||||||||
World Market Ventures LLC [Member] | Additional Paid-In Capital | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 61,481 | |||||||||||||||||||||||||||||||||
Porta Pellex [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Principal amount | $ 62,500 | $ 62,500 | ||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 62,500 | |||||||||||||||||||||||||||||||||
Sale of related party, description | The holder of the note above sold and assigned 50% of the face amount to Trillium Partners LP and World Market Ventures LLC. Following the assignment Port Pellex held $125,000 which is the balance at September 30, 2018 and Trillium Partners LP and World Market Ventures each held $62,500 in principal. The assigned notes were restated with a 50% conversion discount from the lowest bid price of the common stock in the 20 days immediately preceding the conversion notice date. | Assigned $62,500 of the principal balance of its note to Trillium Partners LP along with $7,500 of accrued interest, leaving an unpaid balance of $62,500 plus accrued interest on Porta Pellex's original note. The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. The modification was treated as debt extinguishment. The modification was treated as stock settled debt in accordance with ASC 480 and $62,500 was recorded as put premium with a charge to interest expense. | ||||||||||||||||||||||||||||||||
Accrued Interest | 7,500 | |||||||||||||||||||||||||||||||||
Derivative liabilities | 78,471 | |||||||||||||||||||||||||||||||||
Derivative expenses | $ 15,971 | |||||||||||||||||||||||||||||||||
Jefferso Street Capita [Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Net of fees and expenses | $ 4,400 | |||||||||||||||||||||||||||||||||
Discount | $ 62,500 | |||||||||||||||||||||||||||||||||
Livingston Asset Management[Member] | ||||||||||||||||||||||||||||||||||
Note Payable (Textual) | ||||||||||||||||||||||||||||||||||
Note payable | $ 513,089 | $ 513,089 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | |
Option Indexed to Issuer's Equity [Line Items] | |||
Number of Options, Outstanding, Beginning | 44,351,200 | 26,800,000 | |
Number of Options, Granted | 26,051,200 | ||
Number of Options, Forfeited | (8,500,000) | ||
Number of Options, Outstanding, Ending | 44,351,200 | ||
Number of Options, Exercisable | 7,544,000 | 9,073,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 0.21 | $ 0.20 | |
Weighted-Average Exercise Price, Granted | 0.21 | ||
Weighted-Average Exercise Price, Forfeited | 0.20 | ||
Weighted-Average Exercise Price, Outstanding, Ending | $ 0.21 | ||
Weighted-Average Remaining Contractual Term (Years), Outstanding, Beginning | 9 years 9 months 18 days | ||
Weighted-Average Remaining Contractual Term (Years), Outstanding, Ending | 9 years 3 months 8 days | ||
Weighted-Average Grant-Date Fair Value, Outstanding, Beginning | |||
Weighted-Average Grant-Date Fair Value, Granted | 0.15 | ||
Weighted-Average Grant-Date Fair Value, Forfeited | |||
Weighted-Average Grant-Date Fair Value, Outstanding, Ending | |||
Aggregate Intrinsic Value, Outstanding, Beginning | $ 0 | $ 19,564,000 | |
Aggregate Intrinsic Value, Outstanding, Ending | $ 0 | ||
Employee Stock Option [Member] | |||
Option Indexed to Issuer's Equity [Line Items] | |||
Number of Options, Forfeited | (25,846,200) | ||
Number of Options, Outstanding, Ending | 18,505,000 | ||
Number of Options, Exercisable | 7,544,000 | 7,544,000 | |
Weighted-Average Exercise Price, Forfeited | $ 0.21 | ||
Weighted-Average Exercise Price, Outstanding, Ending | 0.22 | ||
Weighted-Average Exercise Price, Exercisable | $ 0.21 | $ 0.21 | |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Ending | 8 years 5 months 16 days | ||
Weighted-Average Remaining Contractual Term (Years), Exercisable | 7 years 2 months 5 days | ||
Weighted-Average Grant-Date Fair Value, Outstanding, Beginning | |||
Weighted-Average Grant-Date Fair Value, Forfeited | |||
Weighted-Average Grant-Date Fair Value, Outstanding, Ending | |||
Weighted-Average Grant-Date Fair Value, Exercisable | |||
Aggregate Intrinsic Value, Outstanding, Beginning | $ 0 | ||
Aggregate Intrinsic Value, Outstanding, Ending | 0 | $ 0 | |
Aggregate Intrinsic Value, Exercisable | $ 0 | $ 0 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - Warrant [Member] - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2016 | |
Number of Warrants, Outstanding, Beginning | 500,000 | 500,000 |
Number of Warrants, Granted | 300,000 | 300,000 |
Number of Warrants, Anti Dilution | 68,778,947 | |
Weighted-Average Exercise Price, Anti Dilution | $ 0.00151 | |
Weighted-Average Remaining Contractual Term (Years), Anti Dilution | 4 years 29 days | |
Weighted-Average Grant-Date Fair Value, Anti Dilution | $ 0.0036 | |
Aggregate Intrinsic Value, Anti Dilution | $ 18,582,200 | |
Number of Warrants, Outstanding, Ending | 69,578,947 | |
Number of Warrants, Exercisable | 69,578,947 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 0.01 | |
Weighted-Average Exercise Price, Granted | ||
Weighted-Average Exercise Price, Outstanding, Ending | 0.00158 | |
Weighted-Average Exercise Price, Exercisable | $ 0.000158 | |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Beginning | 0 years | |
Weighted-Average Remaining Contractual Term (Years), Granted | 0 years | |
Weighted-Average Remaining Contractual Term (Years), Outstanding, Ending | 4 years 1 month 6 days | |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 4 years 1 month 6 days | |
Weighted-Average Grant-Date Fair Value, Granted | ||
Weighted-Average Grant-Date Fair Value, Outstanding, Ending | $ 0.36 | |
Aggregate Intrinsic Value, Outstanding, Beginning | ||
Aggregate Intrinsic Value, Outstanding, Ending | 18,582,200 | |
Aggregate Intrinsic Value, Exercisable | $ 18,582,200 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Textual) - USD ($) | Dec. 18, 2018 | Dec. 01, 2018 | Nov. 13, 2018 | Nov. 13, 2018 | Nov. 01, 2018 | Oct. 18, 2018 | Oct. 17, 2018 | Oct. 03, 2018 | Jul. 12, 2018 | Jun. 19, 2018 | Mar. 13, 2018 | Dec. 13, 2017 | Dec. 07, 2017 | Nov. 09, 2017 | Nov. 09, 2017 | Nov. 09, 2017 | Oct. 05, 2017 | Sep. 01, 2017 | Sep. 13, 2016 | Jul. 01, 2016 | Nov. 30, 2018 | Nov. 18, 2018 | Oct. 31, 2018 | Sep. 27, 2018 | Sep. 24, 2018 | Aug. 27, 2018 | Aug. 06, 2018 | Jul. 20, 2018 | Jun. 19, 2018 | Jun. 19, 2018 | Apr. 30, 2018 | Apr. 03, 2018 | Feb. 16, 2018 | Jan. 31, 2018 | Nov. 30, 2017 | Nov. 28, 2017 | Nov. 28, 2017 | Nov. 28, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Feb. 28, 2017 | Sep. 30, 2016 | Oct. 31, 2017 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Aug. 24, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 18, 2018 | Sep. 04, 2018 | Aug. 29, 2018 | Aug. 01, 2018 | Jul. 02, 2018 | Jun. 08, 2018 | Jun. 07, 2018 | Jun. 06, 2018 | May 29, 2018 | May 17, 2018 | May 08, 2018 | May 01, 2018 | Apr. 19, 2018 | Apr. 11, 2018 | Sep. 09, 2016 |
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock designations amount | 4,999,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares available under the Plan | 81,495,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 115,000 | 400,000 | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 57,500 | $ 93,160 | $ 92,000 | $ 3,948 | $ 244,424 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 141,380 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.2329 | $ 0.23 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 62,500 | $ 6,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 6 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of shares | $ 18,604 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of conversion of convertible notes | $ 6,000 | $ 10,000 | $ 6,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 460,200 | 460,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible conversion price | $ 0.02212 | $ 0.0062 | $ 0.0062 | $ 0.0062 | $ 0.00991 | $ 0.0139 | $ 0.02212 | $ 0.02283 | $ 0.0423 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Outstanding | 1,046,868,825 | 767,160,077 | 43,104,692 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expense | $ 43,780 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for monthly compensation arrangement | 133,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on settlement | $ 900,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 10,882,286 | $ 10,397,232 | $ 7,442,028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 513,089 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 26,051,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Services exercise price | $ 0.21 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant based trading price | $ 0.15 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | $ 66,823 | $ 189,267 | 137,969 | $ 1,836,514 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrecognized compensation and consulting expense | $ 618,378 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average period options will be recognized | 2 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 136,083,627 | 69,578,947 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Agreement Labrys [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement, description | Pursuant to a Securities Purchase Agreement and Convertible Note Agreement with Labrys (see Note 10), the Company issued to Labrys 421,238 shares of the Company's common stock, as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of December 26, 2017. Prior to the February 7, 2018 amendment discussed below, pursuant to ASC 260 the 421,238 shares were considered contingent shares and not considered outstanding and not accounted for due to the contingency. On February 7, 2018 the Company amended the terms to the convertible note dated December 26, 2017 whereby the holder waives all existing events of default to date and in return shall no longer be required to return, under any circumstances, the commitment shares back to the Company's treasury. On February 16, 2018 the Company issued the 421,238 shares at the then market close price of $0.09 per share for a value of $37,911 which was expensed. | Pursuant to a Securities Purchase Agreement and Convertible Note Agreement with Labrys (see Note 10), the Company considered issued to Labrys 335,938 shares of the Company's common stock, as a commitment fee which was to be returned to the Company in the event that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. Prior to the February 7, 2018 amendment discussed below, pursuant to ASC 260 the 335,938 shares were considered contingent shares and not considered outstanding and not accounted for due to the contingency. On February 7, 2018 the Company amended the terms of the convertible note dated November 28, 2017 whereby the holder waives all existing events of default to date and in return shall no longer be required to return, under any circumstances, the commitment shares back to the Company's treasury. On February 16, 2018 the Company issued the 335,938 shares at the then market close price of $0.09 per share for a value of $30,234 which was expensed. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares remain unsold shares | 30,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | A conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for the Company's common stock during the fifteen trading day period ending on the latest complete trading day prior to the date of conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 150,000 | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 1,245 | $ 296,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0083 | $ 0.074 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 12,450 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0083 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 12,450 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0083 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 533,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individual Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 296,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 295,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.074 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 1,318 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0105 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individual One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 3,950 | $ 3,950 | 1,764 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | 3,950 | $ 1,764 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.195 | $ 0.20 | $ 0.1764 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individual [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 1,764 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 1,764 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.1764 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 20,000 | 925,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | $ 2 | $ 93 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 35,420,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional Paid-In Capital | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | 3,948 | 244,331 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | $ 66,823 | $ 189,267 | 137,969 | 1,836,514 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retained Earnings / Accumulated Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants outstanding | $ 180,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, voting rights | These preferred shares have voting rights per share equal to the total number of issued and outstanding shares of common stock divided by 0.99. | These preferred shares have voting rights per share equal to the total number of issued and outstanding shares of common stock divided by 0.99. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 250 | 250 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and consulting expense related to stock options | 148,041 | $ 1,549,262 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total unrecognized compensation and consulting expense related to unvested stock options | $ 933,166 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average period share-based compensation expense | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | Note 1 bears interest at an annual rate of 7% with an original maturity date of June 11, 2017 which has been extended to June 11, 2022, at which time all unpaid principal and interest is due. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Convertible Note is only convertible upon default or mutual agreement by both parties at a conversion rate of 85% of the lowest of the daily volume weighted average price of the Company's common stock during the 5 business days immediately prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 1,661,402,806 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 335,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Security purchase agreement, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. On December 20, 2017 an additional 200,000 warrants were issued as a penalty and in order to entice Crown Bridge to waive its right of first refusal to provide additional financing under the terms of their convertible note. A debt discount of $44,036 was recorded for the relative fair market value of the total 300,000 warrants and amortized to interest expense as of September 30, 2018. The warrants have full ratchet price protection and cashless exercise rights (See Note10). The warrant includes an anti-dilution clause that was triggered on June 4, 2018. On June 4, 2018 an unrelated convertible note holder became entitled to convert their note into common shares at a 60% discount to the stock's market price. The anti-dilution provision trigger entitled Crown Bridge to exercise its warrants under a formula that increased the number of common shares to 31,250,000 at a price of $.0036 per share. Due to the fact that the number of shares and exercise price can change due to market changes in the price of the common stock the Company has concluded to treat the warrants as derivatives and to revalue that derivative at each reporting date. Therefore a derivative liability of $261,484 with a charge to additional paid in capital was recorded on June 4, 2018. As of September 30, 2018 the warrant was evaluated and revalued. At September 30, 2018 the warrant holder is entitled to exercise its warrants for 69,078,947 common shares and the related derivative liability is $248,822. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 10,670,340,897 | 159,495,739 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017, the due date of Note 2 was extended to July 2, 2018. | Note 2 bears interest at an annual rate of 7% with a maturity date of December 31, 2017, at which time all unpaid principal and interest was due. On December 15, 2017 the due date was extended to July 2, 2018 and then in July, 2018, the due date was extended to June 30, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 335,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Company received a first tranche payment of $75,500 under the terms of a Securities Purchase Agreement dated October 25, 2017, with Crown Bridge under which the Company issued to Crown Bridge a convertible note in the principal amount of $105,000 and a five-year warrant to purchase 100,000 shares of the Company's common stock at an exercise price of $0.35 as a commitment fee which is equal to the product of one-third of the face value of each tranche divided by $0.35. The warrants have full ratchet price protection and cashless exercise rights | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance date | Oct. 25, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.35 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of common stock | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 335,938 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Professional Fees | $ 3,950 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.20 | $ 0.195 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 2,307,693 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement issue shares | 2,692,307 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total settlement issue shares | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settle payable balance | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on settlement | $ 9,154 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement market price, description | The market price of $0.0058 and $0.004 on the grant date and settlement date respectively | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 308,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pro rate note premium | 204,989 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 513,089 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Credit Facility [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The Convertible Note bears interest at a rate of 18% per annum, required monthly payments of $52,500 which is interest only starting on October 13, 2016 through February 13, 2017, and monthly payments, including interest and principal, of $298,341 starting on March 13, 2017 through maturity on March 13, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
First tranche payment | $ 298,341 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 7,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | (i) the Conversion Amount (the numerator); divided by (ii) 85% of the lowest of the daily volume weighted average price of the Company's common stock during the five business days immediately prior to the conversion date, which price shall be indicated in the conversion notice (the denominator) (the "Conversion Price"). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares available under the Plan | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Services exercise price | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant based trading price | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vested term | 10 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options vested, description | The remaining 2,800,000 options cliff vest 50% per year over the following two year period and have a ten year term | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option pricing model, description | The options were valued at the grant date and remeasurement date using a Black-Scholes option pricing model with the following assumptions; risk-free interest rate of 1.46%, expected dividend yield of 0%, expected option term of 1.75 to 5 years for the shares that vested immediately and 5.75 to 6.5 years for those with vesting terms using the simplified method and expected volatility ranging from 117% to 125%. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 146.00% | 1.46% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected divided yield | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vest expected option life | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected volatility | 841.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-employee awards, amounted | $ 5,579,990 | $ 3,863,388 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan [Member] | Non Employee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 4,300,000 | 10,485,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options vested, description | Ranging from $0.20 to $0.24 per share with vesting terms ranging from immediately vesting to 5 years to employees and certain consultants, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plan [Member] | Employee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 22,500,000 | 15,566,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Options issued | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of July 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of the Company's common stock at a discount of 35% of the average of the two lowest closing bid prices of Drone USA's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ema Financial [Member] | Others Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,802,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognized as expense | $ 5,800 | $ 3,650 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | No shares of the Company's common stock can be issued to the extent EMA Financial would own more than 4.99% of the outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | The Company is entitled to prepay the Note between 30 days after its issuance until 180 days from its issuance at amounts that increase from 112% of the prepayment amount to 137% of the prepayment amount depending on the length of time when prepayments are made. The Company has accounted for the convertible promissory note as stock settled debt under ASC 480 and recorded a debt premium of $56,538 with a charge to interest expense. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 0.35 | $ 0.35 | $ 0.35 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Morningview Financial, LLC [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 12 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | No shares of the Company's common stock can be issued to the extent Morningview Financial would own more than 4.99% of the outstanding shares of the Company's common stock. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | 533,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common shares issued upon conversion | 133,333 | 2,387,302 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Monthly payments in shares | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recognized as expense | $ 16,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | The issuance settled the amounts due for June 21, 2018 through October 20, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Labrys Fund LP [Member] | Other Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant, term | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,198,049 | 6,198,049 | 6,198,049 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of issuance settled the amounts due | No shares of the Company's common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of the Company's common stock unless Labrys agrees to increase the ownership to 9.99%. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management Llc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Deficit (Textual) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per share | $ 0.0003 | $ 0.00025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares Issued for debt issuance costs | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note, description | The placement agent services amounted to $15,000 payable in the form of a convertible note which was assigned by Livingston (the "Scottsdale Note"). The Scottsdale Note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. | The placement agent services amounted to $15,000 payable in the form of a convertible note which was assigned by Livingston (the "Scottsdale Note"). The Scottsdale Note matures six months from the date of issuance and shall accrue interest at the rate of 10% per annum. The $15,000 note is convertible into shares of the Company's common stock at a discount of 30% of the low closing bid price for the twenty trading days prior to the conversion and is not subject to any registration rights. |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Defined Contribution Plan [Abstract] | |||||
Percentage of annual compensation | 90.00% | ||||
Employer contributions charged to operations | $ 0 | $ 0 | $ 9,230 | ||
Employer contributions charged to expense | $ 3,519 | $ 0 | $ 2,080 | $ 25,621 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 8,500,000 | ||
President [Member] | |||
Related Party Transaction [Line Items] | |||
Employee Benefits and Share-based Compensation | $ 370,000 | ||
Severance Costs | 2,500,000 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Employee Benefits and Share-based Compensation | 250,000 | ||
Severance Costs | 1,500,000 | ||
Former Chief Strategy Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Employee Benefits and Share-based Compensation | $ 400,000 | ||
Accrued Employee Benefits, Current | $ 100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,500,000 | ||
Chief Financial Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Employee-related Liabilities, Current | $ 93,000 | ||
Matthew Wiles [Member] | |||
Related Party Transaction [Line Items] | |||
Description of employment agreement | Under the terms of employment agreement, Mr. Wiles'compensation is $140,000 per annum and he also will be eligible for a bonus of 10% of Howco's gross profits over $1.25 million to be paid in cash after the annual financial statements have been completed and, if applicable, audited for filing with the SEC. Mr. Wiles will also receive options to acquire 250,000 shares of Drone USA's common stock vesting over five years in equal amounts on the anniversary date of his Employment Agreement. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Current | ||
Federal | ||
State | 50 | |
Current Income Tax Expense (Benefit) | 50 | |
Deferred | ||
Federal | ||
State | ||
Deferred Income Tax Expense (Benefit) | ||
Total income tax provision (benefit) | $ 50 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal (tax benefit) provision at statutory rate | $ (2,021,203) | $ (2,739,427) |
State (tax benefit) income taxes, net of federal benefit | (473,129) | (624,516) |
Permanent differences | 61,491 | 152,532 |
Change in Federal tax rate | 2,499,867 | |
Changes in valuation allowance | (67,026) | 3,211,461 |
Total income tax provision (benefit) | $ 50 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred Tax Assets | ||
Stock-based compensation | $ 760,339 | $ 1,986,087 |
Net operating losses | 4,650,053 | 3,678,613 |
Other | ||
Total deferred tax assets | 5,410,392 | 5,664,700 |
Valuation allowance | (5,258,641) | (5,325,667) |
Net deferred tax assets | 151,751 | 339,033 |
Deferred Tax Liabilities | ||
Identifiable intangibles - HowCo Purchase | (151,751) | (339,033) |
Total deferred tax liabilities | (151,751) | (339,033) |
Net deferred tax |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Operating loss carryforwards | $ 15,789,654 |
Federal statutory rate | 35.00% |
Operating loss carryforwards future taxable income expire date | Dec. 31, 2038 |
Minimum [Member] | |
Federal statutory rate | 34.00% |
Maximum [Member] | |
Federal statutory rate | 21.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 60,137 |
2,020 | 40,737 |
Total minimum non-cancelable operating lease payments | $ 100,874 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | Feb. 14, 2018 | Aug. 09, 2017 | Jan. 29, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Loss Contingencies [Line Items] | ||||||||||
Percentage of gross proceeds of the placement | 9.00% | |||||||||
Percentage of warrant | 2.50% | |||||||||
Leases rent expense | $ 55,225 | $ 496,352 | ||||||||
Lease payment | $ 30,000 | $ 63,000 | ||||||||
Total accrual under the lease term | 360,000 | $ 360,000 | ||||||||
Number of options, granted | 26,051,200 | |||||||||
Accounts payable | $ 3,471,626 | $ 4,113,812 | $ 3,815,546 | |||||||
Accrued accounts payable | 63,000 | |||||||||
Settlement gain amount | $ 33,361 | $ 33,361 | ||||||||
Description of agreement term | The agreement has an initial term of three years with one year renewals. | |||||||||
Description of commitments | The Company will also secure exclusive export and representation rights to this entity's products along with the non-binding option to acquire full ownership of this entity for $1 million should the companies agree at a later date it would be in the best interest of both businesses. | |||||||||
Stipulation agreement, description | The Company entered into a stipulation agreement with the investor relations firm which settled the amount due at $20,000 if payment was made by February 21, 2018. The lump sum payment was made on February 16, 2018 and a gain on extinguishment of debt of $48,544 was recorded. | |||||||||
Damages in excess of amount | 900,000 | |||||||||
Liability is recorded a amount | $ 21,000 | |||||||||
Lease term | The lease term begins February 1, 2017 and expires January 31, 2019 with the option to extend the term an additional 24 months. However, the Company never took possession of the premises and in July 2017, the Company made a decision to not take possession of the premises. | |||||||||
Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Monthly lease rent obligation | $ 15,000 | |||||||||
Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Monthly lease rent obligation | 16,500 | |||||||||
Texas Wyoming Drilling, Inc [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Amount of claim for unpaid bills | $ 75,000 | |||||||||
HowCo [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Employees earned | $ 21,000 | |||||||||
Percentage of net income | 10.00% | |||||||||
Settlement Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Description of commitments | The Company entered into a settlement agreement and mutual release with a vendor who had provided public relations and other consulting services whereby the Company shall pay to this vendor an aggregate amount of $60,000 of which $30,000 was paid on February 2, 2018. Additionally, the Company shall pay ten monthly payments of $3,000 per month beginning on February 29, 2018. Additionally, the vendor returned 400,000 common shares of the Company's common stock which will be cancelled upon satisfaction of the liability. | |||||||||
Causes of Action [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Amount of claim for unpaid bills | $ 74,325 | |||||||||
Accounts payable | $ 68,544 | |||||||||
Former Chief Strategy Officer and of the Board [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Amount of claim for unpaid bills | $ 900,000 | |||||||||
Former Chief Strategy Officer and of the Board [Member] | Other Current Liabilities Two [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Matching contribution | $ 100,000 | 100,000 | ||||||||
Former Chief Strategy Officer and of the Board [Member] | Other Current Liabilities One [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Matching contribution | $ 9,230 | $ 9,230 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018USD ($)CustomersSuppliers | Dec. 31, 2017USD ($)CustomersSuppliers | Sep. 30, 2018USD ($)CustomersSuppliers | Sep. 30, 2017CustomersSuppliers | |
Concentrations (Textual) | ||||
Cash, FDIC insured amount | $ | $ 250,000 | $ 250,000 | ||
Concentrations of foreign sales | $ | $ 4,863 | $ 27,000 | $ 60,000 | |
Supplier One [Member] | Total purchases [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 25.30% | 39.00% | 34.00% | 41.00% |
Number of suppliers | Suppliers | 3 | 1 | 2 | 2 |
Supplier One [Member] | Accounts Payable [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 20.80% | 18.00% | 42.00% | |
Number of suppliers | Suppliers | 2 | 3 | 2 | |
Supplier Two [Member] | Total purchases [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 21.10% | 10.00% | 15.00% | |
Number of suppliers | Suppliers | 3 | 2 | 2 | |
Supplier Two [Member] | Accounts Payable [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 15.80% | 13.00% | 11.00% | |
Number of suppliers | Suppliers | 2 | 3 | 2 | |
Supplier Three [Member] | Total purchases [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 15.90% | |||
Number of suppliers | Suppliers | 3 | |||
Supplier Three [Member] | Accounts Payable [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 11.00% | |||
Number of suppliers | Suppliers | 3 | |||
Total Sales [Member] | Customer One [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 54.60% | 53.00% | 52.00% | 65.00% |
Number of customers | 2 | 4 | 3 | 3 |
Total Sales [Member] | Customer Two [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 13.10% | 19.00% | 17.00% | 12.00% |
Number of customers | 2 | 4 | 3 | 3 |
Total Sales [Member] | Customer Three [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 19.00% | 10.00% | 11.00% | |
Number of customers | 4 | 3 | 3 | |
Total Sales [Member] | Customer Four [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 10.00% | |||
Number of customers | 4 | |||
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 28.70% | 50.00% | 59.00% | |
Number of customers | 5 | 3 | 3 | |
Accounts Receivable [Member] | Customer Two [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 26.40% | 20.00% | 15.00% | |
Number of customers | 5 | 3 | 3 | |
Accounts Receivable [Member] | Customer Three [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 15.10% | 20.00% | 13.00% | |
Number of customers | 5 | 3 | 3 | |
Accounts Receivable [Member] | Customer Four [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 12.80% | |||
Number of customers | 5 | |||
Accounts Receivable [Member] | Customer Five [Member] | ||||
Concentrations (Textual) | ||||
Concentration risk, percentage | 11.20% | |||
Number of customers | 5 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Dec. 20, 2018 | Dec. 18, 2018 | Dec. 01, 2018 | Nov. 13, 2018 | Nov. 13, 2018 | Nov. 13, 2018 | Nov. 06, 2018 | Nov. 01, 2018 | Oct. 18, 2018 | Oct. 17, 2018 | Oct. 03, 2018 | Aug. 01, 2018 | Dec. 20, 2018 | Nov. 27, 2018 | Nov. 27, 2018 | Nov. 22, 2018 | Nov. 19, 2018 | Nov. 18, 2018 | Nov. 13, 2018 | Oct. 30, 2018 | Oct. 23, 2018 | Aug. 29, 2018 | Jul. 20, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 15, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 02, 2018 | Nov. 02, 2018 | Oct. 20, 2018 | Oct. 02, 2018 | Sep. 04, 2018 | Sep. 02, 2018 | Jul. 02, 2018 | Jun. 01, 2018 | Jan. 30, 2018 | Nov. 15, 2017 | Nov. 09, 2017 |
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Settle amount | $ 161,700 | $ 161,700 | |||||||||||||||||||||||||||||||||||||||
Convertible note amount | $ 6,000 | $ 12,500 | $ 90,000 | 90,000 | $ 12,500 | $ 6,000 | $ 12,500 | $ 6,000 | |||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 71,700 | $ (14,057) | $ 71,700 | $ 151,978 | |||||||||||||||||||||||||||||||||||||
Note bears interest | 12.00% | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note (also discussed below) bears interest at 5% and matures in July 2019 and has a fixed discount conversion feature. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at 50% discount to the lowest bid price over the 20 trading days prior to conversion notification. | The note bears interest at 10%, matures in six months and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% and is convertible into the Company's common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The notes are convertible into common shares at a discount of 50% to the lowest bid price in the 30 trading days immediately preceding the notice of conversion. | |||||||||||||||||||||||||||||||
Payments to plaintiff | $ 200,000 | $ 200,000 | $ 600,000 | $ 600,000 | $ 33,333 | ||||||||||||||||||||||||||||||||||||
Accrued expense | $ 600,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued expensed | 500,000 | ||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 62,500 | 5,568,566 | |||||||||||||||||||||||||||||||||||||||
Note accrued interest | 7,500 | ||||||||||||||||||||||||||||||||||||||||
Monthly payments amount | 62,500 | $ 6,500 | |||||||||||||||||||||||||||||||||||||||
Note premium | $ 62,500 | 1,380,175 | |||||||||||||||||||||||||||||||||||||||
Note principal default amount | $ 62,500 | ||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | $ 10,435 | ||||||||||||||||||||||||||||||||||||||||
Amortized debt discount | 65,500 | $ 214,422 | $ 773,741 | $ 737,640 | |||||||||||||||||||||||||||||||||||||
Note maturity date | Jun. 30, 2019 | Dec. 15, 2020 | Feb. 28, 2018 | ||||||||||||||||||||||||||||||||||||||
Promissory note | $ 68,232 | $ 12,508 | |||||||||||||||||||||||||||||||||||||||
Note matures | 6 months | ||||||||||||||||||||||||||||||||||||||||
Scenario, Forecast [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Payments to plaintiff | $ 33,333 | ||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Note bears interest | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||
Note maturity date | Dec. 20, 2023 | Jan. 7, 2024 | |||||||||||||||||||||||||||||||||||||||
Promissory note | $ 400,000 | $ 400,000 | |||||||||||||||||||||||||||||||||||||||
Note matures | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||
Payment of interest and principal | $ 5,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||||||
World Market Ventures [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 62,500 | ||||||||||||||||||||||||||||||||||||||||
Vendor [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Convertible note amount | $ 90,000 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company?s common stock at 50% of the lowest closing bid price during the 20 trading days immediately preceding the notice of conversion. | ||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Convertible note amount | $ 90,000 | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The note bears interest at 5%, matures on June 30, 2019 and is convertible into the Company's common stock at 50% of the lowest closing bid price during the 20 trading days immeadiately preceding the notice of conversion. | ||||||||||||||||||||||||||||||||||||||||
Note B [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 4,788,642 | ||||||||||||||||||||||||||||||||||||||||
Note A [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Tysadco Partners [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The issuance settled the amounts due for June 21, 2018 through October 20, 2018. | ||||||||||||||||||||||||||||||||||||||||
Auctus Fund Llc [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||
Livingston Asset Management Llc [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 1,000,000 | |||||||||||||||||||||||||||||||||
Note premium | $ 21,428 | ||||||||||||||||||||||||||||||||||||||||
Sale of common stock shares | 47,663,700 | 30,000,000 | 73,967,680 | ||||||||||||||||||||||||||||||||||||||
Payment to shares of common stock | $ 45,320 | ||||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||
Common shares issued | 35,420,168 | ||||||||||||||||||||||||||||||||||||||||
Jefferson Street Capital LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Debt conversion, description | The assigned portion of the note was restated to provide for conversion of interest and principal into common shares at the lower of: 50% discount to the lowest bid price over the 20 trading days prior to conversion notification; or 50% of the lowest bid price during the 20 trading days prior to the closing date of the related assignment. | ||||||||||||||||||||||||||||||||||||||||
Note principal balance | $ 62,500 | ||||||||||||||||||||||||||||||||||||||||
Note accrued interest | 7,500 | ||||||||||||||||||||||||||||||||||||||||
Embedded conversion option derivative | 72,609 | ||||||||||||||||||||||||||||||||||||||||
Initial derivative expense | 70,000 | ||||||||||||||||||||||||||||||||||||||||
Amortized debt discount | $ 2,609 | ||||||||||||||||||||||||||||||||||||||||
Common shares issued | 32,307,692 | 30,000,000 | 20,360,000 | 45,952,267 | |||||||||||||||||||||||||||||||||||||
Trillium Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||||
Common shares issued | 58,721,488 | 56,947,133 |
Subsequent Events (Details Te_2
Subsequent Events (Details Textual 1) - USD ($) | Feb. 13, 2019 | Feb. 11, 2019 | Feb. 04, 2019 | Feb. 01, 2019 | Jan. 19, 2019 | Jan. 18, 2019 | Jan. 08, 2019 | Jan. 01, 2019 | Dec. 18, 2018 | Dec. 01, 2018 | Nov. 13, 2018 | Nov. 13, 2018 | Nov. 01, 2018 | Oct. 18, 2018 | Oct. 03, 2018 | Aug. 01, 2018 | Jun. 01, 2018 | Nov. 22, 2018 | Nov. 18, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 30, 2019 | Jan. 04, 2019 | Dec. 02, 2018 | Nov. 02, 2018 | Oct. 17, 2018 | Oct. 02, 2018 | Sep. 18, 2018 | Sep. 04, 2018 | Sep. 02, 2018 | Jul. 02, 2018 | Feb. 05, 2018 | Jan. 30, 2018 | Nov. 09, 2017 | Jun. 30, 2017 | Feb. 28, 2017 |
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 2,003,359 | $ 2,003,359 | $ 6,943,741 | $ 3,779,572 | |||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||
Converted amount | $ 6,000 | $ 12,500 | $ 90,000 | $ 90,000 | $ 12,500 | $ 6,000 | $ 12,500 | $ 6,000 | |||||||||||||||||||||||||||||||
Principal amount | $ 5,568,566 | $ 62,500 | |||||||||||||||||||||||||||||||||||||
Market price per share | $ 0.2329 | $ 0.23 | |||||||||||||||||||||||||||||||||||||
Warrants exercised | 136,083,627 | 136,083,627 | 69,578,947 | ||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 71,700 | $ 71,700 | $ (14,057) | $ 151,978 | |||||||||||||||||||||||||||||||||||
Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 12,500 | $ 1,000,000 | |||||||||||||||||||||||||||||||
Accrued interest | 678 | ||||||||||||||||||||||||||||||||||||||
Issued of common shares | 47,663,700 | 30,000,000 | 73,967,680 | ||||||||||||||||||||||||||||||||||||
Market price per share | $ 0.0003 | $ 0.00025 | |||||||||||||||||||||||||||||||||||||
Professional fees on issuance of shares | $ 1,145 | ||||||||||||||||||||||||||||||||||||||
Crown Bridge Partners, LLc [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 105,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 90,000 | $ 12,500 | $ 200,000 | $ 6,000 | $ 12,500 | ||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 12.00% | 12.00% | 10.00% | |||||||||||||||||||||||||||||||||||
Maturity date, description | The note bears interest at 10%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 12% per annum, matures in 5 years on September 23, 2021. | The note bears interest at 12%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | The note bears interest at 10%, matures in six months and is convertible into the Company’s common stock at 50% of the lowest closing bid price on the 30 trading days immediately preceding the notice of conversion. | |||||||||||||||||||||||||||||||||||
Seeking payment | $ 300,000 | ||||||||||||||||||||||||||||||||||||||
Settlement agreement seeking payment | 600,000 | ||||||||||||||||||||||||||||||||||||||
Vendor settlement due amount | 161,681 | ||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 71,681 | ||||||||||||||||||||||||||||||||||||||
Subsequent Events [Member] | Livingston Asset Management LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Converted amount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||
Principal amount | 12,500 | $ 3,000 | 9,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | 654 | 24 | $ 682 | ||||||||||||||||||||||||||||||||||||
Issued of common shares | 119,455,000 | 45,306,040 | |||||||||||||||||||||||||||||||||||||
Market price per share | $ 0.00025 | ||||||||||||||||||||||||||||||||||||||
Professional fees on issuance of shares | $ 1,145 | $ 1,145 | $ 1,145 | ||||||||||||||||||||||||||||||||||||
Subsequent Events [Member] | Crown Bridge Partners, LLc [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Warrants exercised | 60,611,842 | 52,100,526 | |||||||||||||||||||||||||||||||||||||
Exercise price of common shares | $ 0.00024 | $ 0.0002 | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Increase the number of authorized common shares | 6,000,000,000 | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Subsequent Events (Textual) | |||||||||||||||||||||||||||||||||||||||
Increase the number of authorized common shares | 1,500,000,000 |